SPIDER PARKER IN: THE ULTIMATE MOVIE
by The Whip
Summary: Spidey Parker, a 21 year old young man, has a journey to become the U. Hero, as Spidey and many of friends, GF, companions, go on a trip to Motorcity to compete in the Beyblade World Tourmanment League, they must get eight badges to entered. This is an Harem pairing, it in the story. Will they win or lose? What evil lurks behind every corner? Find out in this story of a movie.
1. Chapter 1

This story will between mark "M" for lemons, drama, adventure, love, tragedy, and horror. This is will be a harem pairing. This story will don't know how much chapters or something, but some may like it or not, but give it a chance.

Oh, Spidey is 21 years old, Dawn is 18. This story will probably be good or something, but it like a movie and Pokèmon series episodes don't how many but the main end will coming at the last chapters.

Harem list for Spidey: Dawn, Aelita, Gardevoir, Mathilda, Serena, May, Alexa, Madoka, Cynthia, Diantha, MJ, and Ariel.

Enjoy!

Prologue

It had been too long since he had taken to the road. Three years in fact. All the best times of his life had been on his journey to become the Ultimate Hero, and he had lingered too long. No matter how long he remained in New York City, he wouldn't grow as a person or a superhero. He needed to taste the open air, feel the blowing winds on his clothes and hair, feel the heat of a campfire in the wild and experience the wonders of the world. He needed to rescue other people, revisit past locales, discover news ones, and become the U. Hero he always wanted to be.

It for these reasons and more, that Spidey Parker had once again decided to journey among the many lands and vistas had once visited in his younger days. He hoped that after his years of absence, with his newfound maturity and capacity for understanding, that he might see and learn new things about the world that he had once traversed. He had yet to attain his lifelong dream of becoming a Ultimate Hero, and he now understood that he would never reach that goal without shaking off the tendencies and habits of his more youthful self. He had learned a great deal during his travels, but he realized, after yet another disappointing loss of people, that he needed to change himself drastically in order to progress towards his goal.

Since after the spider bite change his life forever, along with his little gang, and after his aunt and uncle were killed at a age about 11, a year after gaining the Ultimatrix, Spidey had elected to take a break from his travels and concentrate on strict training. He accomplished this in New York City, of course. This was met with great joy from his peeps, or other family, one for example Johanna Berlitz and her daughter Dawn, who after years of only seeing him between legs of the journey to the Ultimate Hero level, and the occasional phone call, could now spend almost an indefinite amount of time with him and his little gang. They, of course, were completely proud of all his accomplishments and urged him to continue his quest for the ultimate goal, all the while jubilant at the fact that they got to spend more time with him.

But Spidey didn't tell them about the spider bite, he was training using the Ultimatrix, he was hiding all of his weapons and the Spider-Man Unlimited Suit.

Johanna's fussing over him didn't end there though. On Spidey's 12 birthday, mere moths following his return to his hometown, Johanna invited many of his old friends from near and abroad to celebrate the occasion. Of course not everyone she invited was to make it. Most of those could not were those from distant countries. Goku, of course, had attended without thought, having some time between his fights with the best matrial artists. Gwen, Kevin, and surprisingly, Jetstream Sam, had arrived. Spidey was not aware that Sam had decided to bring himself along with them, knowing him as his teacher of swordsmanship from Japan. MJ had miraculously made it, having found a lull in her acting schedule back in LA, where she feverishly continued to work on her dream of becoming the best actor. There were two didn't make it, Harry Osborn and Gwen Stacy, but they sent their best wishes from their honey moon as a couple in Hawaii.

Of course, Spidey was not always content to stay at home, even he the soul hero of NYC. He often went to China and train his matrial arts of Kung Fu, and all of forms of fighting styles from the Shalion Monks or along with Goku who lives in that country in the forset, as it was only few hours' flight on the back of Charizard, Pidgeot, or Toothless. Having Toothless back was a great boon to Spidey. It was only a few months into his new home-set lifestyle that Toothless elected to return from the Sons house. Upon his return, Professor Kurt Conner quickly informed Spidey, and the two were reunited in a heartwarming, if somewhat toasty reunion. Regardless of Toothless's plasma antics, which often left Spidey in a suit of soot, he was certainly was glad to have him back on his team in a more consistent capacity. Pidgeot, too, rejoined Spidey. After Spidey let him fly around the world, for a few months. It was a heartfelt reunion in which Spidey apologized profusely for breaking his promise to come back sooner. Pidgeot, while somewhat put off by the appearnce of his partner so many months later than expected, forgave and accepted his partner yet again. He took his place on Spidey's team once more, confident in leaving the flock he had acted as protector for long since many of the Bald Eagles had flew since that day five month ago.

Of course, Toothless and Pidgeot were not the only old friends Spidey had reconneted with in his time living in New York City. He made quite sure to visit his old friends at a trailer park, namely Grandpa Max himself, the Pumblers Helpers who had continued to work as the Pumlber helpers. Occasionally even Manny stopped by to visit the others. Spidey always made sure to challenge him when he was in town for arm wrestling.

Anyway Spidey continued to train himself to the limits, quickly gaining recuse styles, fighting, anything you can think of. Spidey vowed to do better, and continued as though nothing could stop him as the Ultimate Hero.

His 13 birthday came and went. He continued his training, strengthening both himself and his powers, weapons, Pokèmon, and Bit Beast. He dedicated himself to overcoming both and his gears uses along with the Pokèmon. He taught them moves that counteracted and rescue people, while keeping in mind to keep their already pronounced strengths shrap. Again, when the time came, they stop an massive disaster of criminals robbing or killing people in Texas. By this time, the boy prodigy was now well and powerful as well as recognized. He thought he could stop all of it from happening. Sadly, some people got killed and injured. In the end Spidey knew why. He had grown overconfident and he had allow the adultations of the people to get to him, distracting him from proper tactics and execution. He cursed himself and vowed never to allow that to happen again.

Another year passed, as did another birthday: his 14. This time around, he declined a birthday party, despite much protest from his friends. He claimed he needed to free himself of excessive praise and that it took away from the time he needed to train. In this year, his objectives in training changed. He shifted focus from his loyal companion's moves towards tactics, and started to learn more fighting styles and all of the other things; such that he would be ready to counter opponents of all kinds. He matched speed against power, defense against speed, leanred how to gain the upper hands in contests of strength, and learned of feints and deception in his battle style and hero styles. Even as his friends grew worried over his obsession, he reassured them that this was all natural. He reminded them that he would never achieve his dreams if he was constantly distracted by others. Through all of this, even with the strain he put on his partners and powers, he remembered the most important lesson that he had learned in his youth before his Uncle Ben died: That the bond with his Pokèmon, Digimon, and the others was the most important thing of all and the Movie line from Spider-Man. He pushed him and them, but never too far. He wanted to be a Ultimate Hero, but not at too high a cost. However, just as he was in his youth, he was obsessed with his superhero stats. As a result, his connections to people began to suffer. MJ barely heard from him anymore. The little communication that he had with the others nearly ceased altogether. He even stopped trying to get in touch with Dawn, his childhood friend.

Spidey continued training, went to a dimension and help two people through a zombine infested journey. And you probably know the rest of the story.

After that, he went home, proud of his powers and the gang, but still somehow ashamed of himself. The other heroes had executed their orders flawlessly, and had given it a full one hundred percent, if not more. That led him to one conclusion. He was the problem. Despite his efforts to compensate of his gang's weakness, and despite his efforts to develop unique and innovative strategies, he still could not reach the ladder of U. Hero. He did everything an superhero should do. He had built upon all his experiences and lessons learned.

Then it hit him.

It wasn't that there was something wrong with what he was doing. It was with what he had done. He learned the basics of a superhero as a child. A naive little child who thought that anything he did was the epitome of greatness. Granted he had been shown the errors of his ways by many people: All of the heroes and friends and family. However, they had not fixed everything he had done wrong, or learned incorrectly. Underneath all the complex tactics, lay a faulty foundation. Age had taught him many things, and helped to correct many problems, but there were some things that had to be experienced to be learned. He realized that he saw his journeys through a child's eyes. While treasured memories that they were, he needed to revisit them, with a new perspective; an adult perspective.

On his 15 birthday, he bid his family and assembled friends in New York City a fond farewell. He was clad in a Indiana Jones Fedora brown actual headwear gear, a MGR shirt black, MMA ELITE hoodie, blue fainted ripped hole in the right knee jeans, PUMA orange and blue with orange shoelaces shoes, a pair of cobalt hole in the back of the hand fingerless gloves, and his trusty triple sky blue, blue, and black sling backpack. He departed his home and left for another journey, this time electing to start traveling around the world. He mentally noted to himself that he wanted to conclude his tour in New York City, rather than begin it there. He could have flown on the back of Toothless or any of his flying Pokèmon or Dojo if he had so chose, but he decided, that he wsa were to see the world again, it would be from the exact same height, or rather a few feet higher than before. He had grown much taller from his rather diminutive height at the age of 11, but all the same, he wanted to walk or fly and see the world up close, rather than from above.

The only real difference, aside from his now slightly wiser adult mind, was that he was travelling alone. Well, except for his gang. Even if he had wanted to, he couldn't pull Sam away from his school now; he was close to retirement and letting one of his students to take over the dojo. Grandpa Max was still happily relaxing while Manny and the others working to be Pumlbers. MJ and Eddie Brock, who he made friends with Spidey and others, now officially a couple, were travelling the acting circuit, and he didn't feel it wise to intrude. Dawn, as far as he knew, was taking a well-deserved rest back with her mother in New York City, and probably dating someone. Goku was still working to become best fighter, an art that was still only prevalent in China. Gwen and Kevin were probably dating and fighting aliens. Even if his friends didn't have their reasons, he decided that he needed to make this journey alone. If he was going to become a better hero, he couldn't always rely on his friends to fix his problems for him.

He visited all the same places he did when he traveled to Europe last time. He explored and fought the places once again. He clearly outclassed the majority of them, his only difficutly having been with Blade, the Daywalker, whose training with his weapons had grown substantially stronger since his last encounter. However, he battled with him for the insights, not the challenge. Each of the masters in Europe always offered some nugget of wisdom, which he took to heart. Battling was far from the only thing he did on his journey. He spoke to many old friends, made a few new ones, and of course, helped where he could. If one thing hadn't changed with age, it was his kind and generous spirit. However, deep down, Spidey was still conflicted. He felt that he was slowly losing his identity as a person. He was less himself than he was as a child, growing more into an amalgam of ideas and strategies rather than as a human being. He did what came naturally to him, helping all those he came across, but it seemed to lack the same impact it once had for him. He felt gratified that he helped people, but the joy wasn't there. He couldn't understand why.

He concluded his travels through Europe and moved on Africa. Just as he did before, he met many old and new friends and trained. T'Challa and Ororo or known as Storm both proved to still be quite challenging to him, much to his surprise and approval. While he had hoped to catch two of his friends Static and Gear, he found that they had departed back to the USA not too long ago, to his disappointment. Regardless, he moved onwards, next visiting China. He repeated the process he set for himself in the previous two countries, this time getting lucky enough to meet both Goku and his family during his lap around the country.

After his visit to China, he celebrated his 21st (decided to a age skip) birthday on the ferry taking him from China and back to the USA again. It was a lonely affair, and could not be very much considered a celebration, rather just an excuse to eat some nicer food. That was another aspect of Spidey that had simply not changed since his childhood. He could still pack away food like it was no problem at all and had little compunction to curb his appetite. However, he recognized the consequences of such actions, and continued to exercise alongside his Pokèmon and the rest of the gang to keep in shape.

In this particular visit to a restaurant, he was eating happily until realized that something was missing. He was gobbling his food down like normal, when a waiter came to ask him a question. He responded, albeit with his mouth full. After the encounter, he realized, that no one had scolded him for talking with his mouth full. The absence of such an action was a strange sensation to Spidey, but he quickly shrugged it off and wolfed down the rest of his meal.

That night, before going to sleep, he took a good long look in the mirror. The reflection in the mirror was not the boy he was once was before.

He had grown taller by quite a bit, much to his satisfaction, quite tried of having been so short for so long. His dark brown hair, as always, resembled a patted down with a slick back, but was a bit longer than he used to keep it, thought he kept it trimmed to a summer buzzcut. He was not the long-hair type. His body had grown more muscular ever since he had being bitten by a super spider enableing him of spider powers, super strength of 1K(million) tons of strength, super speed about 200 mph; his arms were slightly bulkier, but were in no danger of being able to match that of a average bodybuilder. The left arm has a watch like gaunlet that stretched from his wrist to his lower forearm. It was green in color with neon tubes on each side of the device. On the top was a dial with a black background and green hour glass with twin grey push buttons on either side of the dial. It was the Ultimatrix, got from Ben 10 after he died. On his right wrist was his all silver watch, it is somewhat rectangular in shape and has a circle in the middle with green lines on the circle and has two red rectangles on it and has a button on it's side it was the wrist Spider Morpher holding a trillions of small black/red/blue nanobots of the Spider-Man Unlimited Suit. His legs had undergone a similar change, as excessive amounts of walking and working out had definitely put some muscles on them as well. His face had grown a bit, no longer that baby-faced round that it used to be. It was a bit longer now, and he had a stronger chin. His strong brown eyes remained as potent as ever, which hidden a powerful Bit Beast behind them, Dragoon, after Spidey accepted him as his guardian and as a home. But that was one concern. He knew his body was fine; at least that's what he felt. It was his mind and his heart he worried about. He decided that he would make a final decision at the end of his journey through the USA. Maybe this time, he would figure it out.

It was not long before he arrived in NC after his birthday. He decided from the port in Sunnyshore he would move clockwise around the country training and meeting people. For a while, it was just as it had been in the previous countries. That is, until he happened upon his old hometown New York City. Noticing it was Christmas time noticing the lights and snow, he give his Digimon gang some winter clothes while Beautifly and Pikachu went inside Spidey's hoodie as he took off his hat and put up his hood on his head. He thought it would be fun to visit his old friend and her mom, provided they were there. Upon arriving, the first pladce he wanted to visit was Dawn's house. He hadn't seen her in person in over four years. He knocked on her door upon arriving and was happy, though certainly not surprised, to see her mother answer the door.

Noticing the face under the hood. "Spidey, dear!" she said hugging him quickly and loosely, "It's been far too long! How have you been?"

Pikachu and Beautifly, from atop Spidey's shoulders after coming out of the hoodie, cried out their names in recognition along with the Digimon just say hello and waved at her jubilantly along with the others.

He replied quickly and awkwardly in a voice much deeper than she remembered, "Wow, it has been a while hasn't it matey. I've been doing well, how about you?"

"I suppose you've come to visit Dawn?" she asked, motioning to let him and the others into the house.

He gladly accepted the invitation and stepped inside. The house was much the same as it was all those years ago the last time he was in NYC. It was tidy, nicely decorated with family pictures, and Christmas. It was not all too dissimilar from Spidey's old home, though it had a more modern feel to it.

"I wouldn't mind to catch up with her, though I'm just as glad to see you after such a long time. You were a great host the last time I was here, and I know very well that I was a handful back then," Spidey said with a small chuckle as he took off his pack and hoodie beside a couch.

She replied with a small laugh of her own, and replied, "Oh you weren't that bad. The only issue was that it some... excessive force to get you out of bed in the morning!" She let out another laugh as she went to the kitchen, continuing to heckle Spidey as she went, "In many, you and Dawn weren't too different at that age!"

She yelled from adjacent room, "Dawn will be back shortly, could I get you something to drink?"

Spidey considered for a moment then answered with some enthusiasm, "If you have some kind of juice, tht would be great."

"Of course, we have fresh made orange juice in the fridge! I'll get it straight away!" Johanna announced gleefully.

"Pikapi, chu pika chu!" Pikachu exclaimed from Spidey's shoulder, swiftly jumping down and pointing toward the kitchen along with Beautifly floating in the air with her wings flapping.

"I guess you're hungry aren't you, buddy?" Spidey inquired knowingly.

Pikachu squeaked his name and nodded quickly. Spidey walked to the kitchen with his gang in tow and proceeded to ask Johanna with some timidity, "I don't mean to impose, but would you happen to have some poffins? Pikachu is kind of hungry, and I remember him liking some of the ones you made last time we were here. Even along with the gang who just want some food and Beautifly Pokeblock for her."

"Think nothing of it!" Johanna answered, glancing back at Spidey as she searched the fridge for the orange juice, "You're a close friend of Dawn's! It's no imposition at all!" She placed the orange juice on the counter beside the fridge and then pulled out a bowl of poffins along with some food don't ask and handed it to Spidey. She looked at Pikachu and Beautifly with kind eyes and told him, "Enjoy!"

Spidey quickly placed the bowl on the floor and Pikachu, much like his trainer would, began to gobble the food like there was no tomorrow as the little of the gang, Reneamon just eat like a lady. Spidey gave an almost quiet laugh as he accompanied Johanna back to the living room.

"They certainly has a good appetite doesn't they?" Johanna noted as she sat down on the couch opposite Spidey.

"Just like me," Spidey joked, a wide grin spreading across his face as he glanced towards the kitchen.

"So how's your journey been? I heard from Dawn you're travelling again, though I haven't heard much else," Johanna inquired casually as she took a drink of her orange juice.

Spidey did the same and then replied, "It's been good. I've been learning a lot, and I'm glad to have seen a few people I met a long time ago again."

"Hmmm," Johanna made a sound of consideration then pressed, "You usually keep some friends along with you. Not this time?"

Spidey's face scrunched up in surprise and confusion. He wasn't exactly sure how to answer the question. He wasn't sure if he knew the answer himself. Lately, he had been questioning his notion of whether or not he should have started travelling in a group. He had met some people, new and old in all three preceding countries that he could have travelled with, if only for a short time, but he decided that he needed to be free of distractions to truly perceive the flaws in his battle style and his knowledge of Pokémon and the superhero way. Lately, however, he felt four years of loneliness catching up to him.

He fixed up his face, and smiled at Johanna and said, "I certainly think it would be fun to travel with somebody, but right now, I think it's best I go on my own. I need to figure some things out for myself so I can grow as a superhero." He took another swig of orange juice and held back a belch. He really didn't want to be so rude in front of Dawn's mother. He thought of how funny it was that he wouldn't have even have considered that rude back when he was younger.

Johanna, however, did not miss the reaction that Spidey's face presented upon being asked, but decided it was not her place to pursue it. In fact, the best person to pursue it just walked through the front door. Spidey's spider sense goes off. 'Crap.' Spidey thought.

"Hi mom!" the young woman shouted from the doorway, not even glancing toward the living room as she hung up her dark pink coat. She continued oblivious to the visitor currently looking at her from one of the couches, "So I just had a thought. I heard that he's back in NYC, so maybe I'll ambush him at one of the gyms a- a- a- ," Dawn trailed off as she hung up her coat and scarf on the hook near the door. She had finally decided to look into the living room to see her mother smiling sweetly and Spidey with a smirk on his face. The teen froze momentarily with a look that seemed a mix of incredulous surprise and embarrassment.

This gave Spidey the time he needed to look Dawn over well. While her mother had not changed much in the intervening years, Dawn had changed quite a bit. He had only seen her on video phone a few scant times since his sixteenth birthday, but he only seen her face during their conversations. Her face, though more familiar, had changed somewhat. She still had a sweet and innocent looking visage, though her cheeks were not quite as rounded as they had once been. Her nose, eyes and lips, however, seemed to have been frozen in time, being just as vibrant and cute as all those years ago. Her eyes were just the same shade of deep blue, but seemed all the more striking now. Her hair was even fuller than it used to be. It hung down, ending just mid-way on her back. Various braids decorated the water-like tresses that framed her face and shoulders. Her body however, was where most of the changes had taken place. Her form was still quite slender and petite, though she still stood taller than before. Her slender dainty arms and legs were quite gorgeous and delicate. Spidey had rarely seen her without that pink scarf in her younger days, and could only thank her now for allowing that sumptuous neck to be exposed to him. Her bust had grown somewhat, but still retained a proportioned size to the rest of her small body. And though Spidey tried desperately to ignore it, he saw and could help but admire the cute butt that he saw in profile to the rest of her slender form.

In direct contrast to Dawn was her companion who had trotted through the door just afterwards. Piplup shouted his name in jubilance and rushed over to Pikachu and the others in the kitchen, who had momentarily taken a moment to stop gorging himself. The two embraced like two long-lost brothers and began to chatter as they proceeded further into the kitchen; away from the developing situation in the living room.

Dawn finally regain her composure and resumed her stuttering until she actually formed a coherent, if short word, "S- s- s- Spidey?"

Spidey, smirk still present, gave a small wave, "Hi Dawn? Miss me?"

Several emotions went through her mind and she struggled to sort them out. Chief among them were both happiness and shock, but a small well of indignant anger was there as well. She first overcame her shock and actually moved towards Spidey, who stood up in response. A smile graced her face finally, and she squeaked and wrapped around Spidey in a madly blissful hug. Then the third of the emotions surfaced and she released Spidey. The twenty-one year-old man did not see the slap coming but his spider sense did, not even for a second.

Dawn began a rant, something unusual for her, "What the hell, Spidey! Don't you ever call anyone anymore! I had to hear from Volkner of all people that you were even in NYC! What have you been doing for the last three years anyways! I heard from Goku maybe a few months ago but barely anything before or after! What's your deal! You just went dark on us before your 19 birthday two years ago! Then you just up and disappear! I don't think you've even talked to my Mom in all the time you were trotting around world have you! You should be more considerate!"

Spidey paused, either from shock from the slap, or from sheer force of the ongoing rant. He tried to say something, but words seemed to fail him. Even between the angry words being spouted at him, Dawn was a vision. Something he realized he sorely missed. A swirl of emotions welled up within him and he couldn't explain it. His understanding of these emotions may have come later than it did for most, but dense as he used to be, he now understood what feelings like this could mean. However, he had never actually felt them first hand, and it confused him. Having not seen her for so long, and seeing how much she changed, he immediately began to regret not having kept contact.

Then it clicked in his head again. In his attempts to better himself as a superhero, he had done the same thing he had foolishly done as a child. He neglected those who cared for him. He had tried to rectify this problem in his mid-teens, but the goal of becoming a U. Hero again lodged itself in his mind and had blinded him to all else around him. He knew that he derived joy from being with and training his loyal companions. But he knew far less joy than he once had because he had no one to share it with.

No friends to share his accomplishments.

No one to cheer for as they strove alongside him.

No one for him admire and to receive admiration from.

No one for him to care for, nor anyone to care for him.

It was just himself and his seemingly endless desire to better himself in the eyes of his peers and his Pokémon. That would change right now.

With this in mind, he gently laid a hand onto the shoulder of the _still_ ranting Dawn. Shocked by this action, she immediately fell silent. They looked deep into each other's eyes and Spidey quietly, but with utmost conviction in his words gave a simple request, "Please, come with me, Dawn."

Both Dawn and Johanna's eyes grew wide in the wake of those five words. Dawn was speechless and Johanna elected to get up and give the two of them the room.

Dawn blinked several times, as though somehow, her eyes could speak in the way her mouth could not at the moment. She must have realized this and finally seized control of her faculties and blurted out, "What?"

Spidey put his other hand onto Dawn's shoulder so that now held her with both. He continued to gaze into her deep blue eyes and began solemnly, "I'm an idiot. I thought that by myself, I'd be able to discover why I keep," he sighed and his eyes fell to the floor, "coming up short."

Dawn instinctively remembered the last two news boardcasts she had watched Spidey in: The two attacks on the USA. Between the two of them, she noted a marked improvement, but in both cases Spidey had lost. She remembered her own experience of a similar nature. Twice in a row, she failed to even pass the appeals rounds in school when she travelled with Spidey. Like him, she had become discouraged, and even thought about ending her career as a student at a high school. But it wasn't like Spidey to quit. But he tended to make other negative decisions instead. She remembered a number of instances, both on her travels with him and told to her by both Gwen and Kevin, where Spidey shut himself off from the rest of the group. This had to be, by and far, the worst of all these occurrences and certainly the longest lived.

He continued dejectedly, "I have wandered for three years, looking for why I just can't cross the line from being a good trainer, to a great hero. I thought a new journey with a new set of eyes could tell me. Granted I've had some good times meeting old, long forgotten friends, making some new ones, seeing how people and places have changed. Yes, I've gained some new skills. Yes, I've learned from the experiences that will serve better in battle and in life. But in the end, it kind of felt empty. You know what I mean?" He looked up again, "Hardly worth being alone. Especially, now that I see being alone is the problem."

Dawn looked at Spidey with eyes that threatened to begin a torrent of tears at any moment. But she held back. Instead, she brought Spidey in close and hugged him tightly. She never wanted to let go. She saw his pain. She _knew_ his pain. Not just in her inability to make that final step to the title of a good daughter to her mom but also for the years she had failed to find a substitute for what she had with Spidey. There was no group she could travel with. Anything other than him beside her in their journey felt like a cheap knockoff. A fake. A lie.

A single tear fell from her eye and onto Spidey's chest as she hugged him. In that moment, she knew her answer.

"Yes."

Spidey grunted in surprise, "Huh?"

"I will come with you! I want to help you be the best. I want to help you discover who you are and what you can become. Just the same as I know you can do for me! " Dawn elaborated, the tears now streaming freely down her cheeks. She took her head from his chest and pulled his forehead to hers. She spoke ever so softly, "Just as you've always done for me."

In the close proximity of each other's faces, she could see now, he was beginning to tear up. He became conscious of this and became embarrassed and tried to break the hug, but Dawn did not relent. Instead she tightened the hug, and brought his head to her shoulder while mirroring the action with her own. She spoke softly in his ear, "Don't worry, no one is judging you here. U. Hero, Spider-Man (which she figured out his identity after MJ caught him in his spider suit), or simply man, you are perfect to me."

Spidey let out what was probably a small sob; and it was as confirmed by feeling of a teardrop falling onto the back of her shoulder. She rubbed his back reassuringly and for a length of time that neither of them could tell. They simply stood there in their embrace.

At last Spidey finally withdrew his face from her shoulder and looked longingly into her eyes. His own spoke volumes about his feelings that his voice never could. Regardless, he knew he had to say something. His mouth managed to curl into the smallest of smiles and he croaked in a half-way broken voice, the only words he could even think to say, "Thank... you... Dawn."

It was at this point that Johanna came into the living room. She saw Spidey and Dawn break away from each other slowly, though both of them looked on the verge of falling over without each other's support, both emotionally and literally. Dawn's mother thought of the only thing she could do.

She came over and put her arm around Spidey and led him up the stairs. She spoke in the most motherly voice he had heard since his own mother's, "There, there, take some time to rest in the guest bedroom. You can stay the night if you'd like. It's getting late after all."

Spidey could do nothing but nod in agreement as she led him into the guest bedroom that he himself had once been allowed to use eight years ago. She gently nudged him in. As she slowly closed the door, she spoke again in the gentlest of tones, "If there's anything at all you need. Don't hesitate to ask." She then finished closing the door and trotted down the stairs.

Dawn lay on the couch, sobbing a quietly. Pikachu, Beautifly, and Piplup, having watched all this, finally came over to Dawn. Pikachu was first to address her squeaked at her, "Pikaka?"

"Oh Pikachu!" Dawn mumbled through heaved sobs, "It's good to see you again!"

"Chu chu! Pi!" Pikachu replied, bounding up into the girl's bosom. He curled into a ball and began to snooze, adding his warmth to hers. Piplup jumped up to join them and the three began to drift off along with Beautifly.

"Thanks," Dawn chirped through a light sniffle. She lay there, her arm around the little yellow mouse, the little butterfly, and tiny blue penguin. A shadow of a smile managed to slowly form on the girl's lips as she began to fall asleep.

Johanna watched from the stairway as Dawn's crying slowly ceased. She quietly walked past her, taking a small chance to glimpse her beautiful daughter. She appeared to be asleep now. Johanna let out a small smile as she saw the same one on her daughter's face. It had been an emotional day for the two of them, she noted. She turned to the kitchen and began to make preparations for dinner. She knew that they would both, especially Spidey, be hungry after all that.


	2. Chapter 2

Prologue 2

The two of them made preparations to leave the day after Spidey's fateful arrival at Dawn's house. On the mid-morning after, they left together, clearly both overjoyed to be traveling with one another again. Spidey noticed that he was much happier traveling now. Dawn was so much fun to be around. Though sometimes excessively girly, there seemed no way that he could feel anything but upbeat around her. It was as though that one embrace managed to purge all negative emotion from Spidey while Dawn's continued company continued to supply him with an excess of joy.

Together, they had a great time in the USA. Spidey continued re-challenging the friends he know, and dropping in on old friends with Dawn. And while Dawn did not intend to enter the Grand Festival of Christmas (which was still going on) this year, Spidey openly encouraged her to enter unofficial contests to keep her skills sharp. With Spidey cheering, she performed almost flawlessly; losing only one of the contests she entered along the way.

As the duo journeyed together, their old friendship flourished as it had before. Months of camping, walking, eating and battling together brought them closer than they already were, and something special began to grow from it. Though Spidey had changed much in the years since their last adventures, Spidey remained rather unskilled when it came to women. It was true that now, he was less dense than he once was, but he still was quite nervous around opposite sex and couldn't express his feelings properly. Dawn, who was much more skilled at reading emotions, saw the signs and began encouraging Spidey to do things that brought out these hidden feelings.

One could say their relationship truly began to soar on the night of the blunette's eighteenth birthday. Dawn had been slowly, but surely getting Spidey into more intimate though, still chaste, situations with her. Prior to the birthday, Dawn had gotten Spidey to come with her to movies whenever they arrived in a major city, had dinners in fancier restaurants that weren't just the fast food joints they normally frequented, and in the wild they would often lay awake at night watching the stars before falling asleep in close proximity to one another. Dawn, herself, had even grown comfortable with allowing Spidey to see her in the morning before she fixed her notorious cases of bed-head. All these things and more had gradually brought them closer together, but Dawn made sure that none of these could be perceived as dates, so that Spidey would not grow squeamish. Her efforts were rewarded on that very birthday.

They had just arrived in Washington City the day before, and Spidey planned to challenge Logan a friend of his known as Wolverine in two days time. The morning of her birthday didn't start out the way Dawn expected though. She awoke in the early to find that Spidey was already gone. It struck her as odd, since Spidey had retained his boyhood habit of sleeping in late into the morning. She secretly hoped that Spidey was planning something great for her special day and had gone out to do something to prepare for it. But, knowing Spidey, she wasn't even sure if he was the kind of person to plan a party, so she didn't raise her expectations too high. Dawn was perfectly content with the idea of taking her out to dinner and movie. After noticing that the Digimon and the rest of the little gang stay in the Pokèmon Center (they can existed in the real universe) except for Blade Wolf who was with Spidey.

Dawn arrived in the lobby after washing up and dressing, walked up to the attending Nurse Joy and inquired, "Have you seen my friend, Spidey? Tall, dark brown hair, probably rushing off to train."

The Nurse Joy's eyes flashed in surprise and darted quickly to her side before she straightened up and managed a cheery reply, "Oh! Sorry! Didn't see you there! I think I saw someone by that description come through the lobby early this morning. Don't know what he's up to, but he looked like he was in a rush." The nurse fiddled with her own fingers as she told Dawn this, causing the blunette to raise a curious eyebrow.

"Are you ok, Nurse Joy? You seem tense," Dawn pressed intently.

"Oh... umm..." she stammered for a moment, "I'm expecting someone important. Don't worry about me! I'm just a bit nervous!" The pink-haired woman giggled with her hand over her mouth.

"Oh! Ok, thanks," Dawn nodded in affirmation as she eyed the nurse oddly. Still smiling, Dawn turned about to head outside in her deep pink winter jacket.

"Oh my! I almost forgot!" Nurse Joy shouted as Dawn went to do the door, "You're Dawn right?"

"Yes, I am," Dawn skipped back to the counter.

"I have a message for you. I'm guessing it's from your friend," Nurse Joy informed, taking out a hastily scrawled note, "I'm afraid the writing is terrible, so I hope you can read it. I certainly can't."

"Thanks!" Dawn chirped. She took the note and unfolded it. She recognized it as Spidey's sloppy handwriting and raised a curious eyebrow as she tried to decipher it. She managed though, as her company with the man in the past months had allowed her to begin to get the hang of reading the marks that most people would label 'illegible'.

She held it gently and read: _Hi Dawn. Sorry about leaving so early. I just wanted to get some last minute training in. I heard that Logan might be back from his trip early, so I might be able to challenge him sooner than I planned. If we leave tomorrow instead of two days from now, we might be able to make it to LA in time for you to sign up for the contest there. I'll meet up with you in front of the Pokémon Center this evening if you want to hang out. Have fun! From, Spidey._

Dawn was a tad miffed. She was glad Spidey was thinking of her for an upcoming contest, but she knew that he was aware of how she wasn't pursuing the Grand Festival this year. The fact that Spidey would try to do something completely unnecessary rather than consider her birthday was somewhat dumbfounding and almost insensitive.

Then her mind reeled at the realization of another possibility.

Could he have forgotten entirely?

She was suddenly overwhelmed with an intense sadness as she recounted all the possible reasons why he would forget. If the letter was right, he could have been driven into a frenzy to try and train for his battle with Logan since he was returning earlier than expected. It could be that he thought her contest battling was so important, that he merely pushed her birthday out of his mind. Or it could've been the simple fact that he just forgot her about her birthday because he was absent minded. Regardless of the reason, it didn't make Dawn feel any better. She had hoped that in growing closer together, that she and Spidey would be able to share special days like this. Now she realized that might not be the case if he couldn't remember them period.

Dawn pocketed the note and walked outside abruptly, trying to hide her emotions from the Nurse Joy who bid her farewell. She went out into the cool air of the northernmost city of Washington, which was not quite as cold as it could've been. The months of their journey had passed into late spring, and even this chilly region couldn't say no to the spring thaw, slow as it was in these northern reaches. Slush and even bare ground could be seen all about now, with a few of the first signs of plant life finally finding rejuvenation in the sun's warming rays.

Dawn didn't mind winter. Being NYC-born and raised, she was used to it, considering her home region was further north than most of its neighbours. Yet, she always loved spring. It carried with it an air of life's rebirth. As natural as it was for a good part of nature to sleep in the winter months, it felt even better to see it awakening and sprouting anew. It was slower at these altitudes and this close to the arctic regions, but even winter had to yield to spring and summer here.

The day drifted by as she walked about the stony streets of Snowpoint. It was not an incredibly populous city, but it did have a nearby port and was the only real settlement around for miles, making it a center for culture even in this remote location. It was because of this that she was able to find ample shopping opportunities for herself. Her mother had sent her a small gift in the form of a lovely necklace for her birthday, though it had arrived early for her convenience yesterday. Regardless Dawn thanked her mother over the videophone, who had also told her to look at her bank account. Dawn was wonderfully surprised to find a sum of money that had an earmark which read: Buy yourself something nice.

After shopping around for some new clothes and preparing to return to the Pokémon Center, she walked past a mall to hear a familiar voice.

"Well, you're someone I didn't expect to see up here!"

The familiar Brazilian accent voice of someone she knew caused Dawn to whip around and see an Japanese/Brazilian male, peach-coloured complexion, in his early thirties, dark brown hair tied in a ponytail reaches to about neck to the collar bone with a strand hanging in front of his left eye, a big scar over his left eye going vertical, a small scar under his right eye, brown eyes, a good build body, a well trimmed facial hair on his face, clad in a white exoskeleton, save for his cybernetic arm, along with the familiar head piece on his neck (you know what I mean) on his left side waist was his customized sword sheath with his blood red HF Murasama blade like Spidey's in the holster for his sheath was walking towards her. Immediately upon laying eyes on him, Dawn confirmed his identity and shouted out gleefully, "Sam!"

"In the flesh," the samurai replied happily, the two hugging as Dawn dropped her bags to accommodate the gesture.

"What brings you to Washington? Visiting me?" Sam asked jokingly.

Dawn let out a laugh and replied, "I would have if I had known you'd come here. I'm here with a friend who's challenging a friend to retrained."

"Oh you're traveling with a friend, huh? Cool," Sam remarked casually. Then Sam's eyes lit up, "Wait a sec... I was thinking about you earlier today. Why was it?" Sam mused to himself as she opened up his cell phone and scrolled into its calendar.

"Oh... maybe because-," Dawn began, but couldn't finish as Sam's eyes widened.

"That's right! I set a reminder to call your mom's house today because I wanted to wish you a happy birthday! But now I can do it in person!" the Sam excitedly concluded.

Before Dawn could say another word, Sam pulled her into a second hug and patted her back strongly, "Happy Eighteenth Birthday, Dawn!"

"Wow! Thanks!" Dawn returned the hug once more and then separated herself, "I'm surprised you remembered!"

"Hey, I remember a lot of things about my friend. Your birthday is one of them. But most of them have to do with my students in Japan," Sam nervously admitted.

"Awww, how sweet," Dawn observed perkily.

"So... why aren't you at home with your mom. That's where you said you'd be this year since you were taking a year off the contest circuit of Christmas," Sam inquired.

"Oh! I'm traveling again! An old friend came by and asked me to come with him, and I agreed. He's been really good about letting me get into contests as well. He says I should keep my training up so I don't go soft for next year," Dawn informed her adult friend.

"Good thinking," Sam nodded. His face turned inquisitive and Sam asked, "So who is this mystery man you're traveling with?"

"Oh! I didn't say?" Dawn questioned herself, somewhat flustered, "It's Spidey!"

Sam's face took on a confused look, "Hmm... didn't you say he was on some sort of journey by himself last you heard."

"Yeah," Dawn confirmed, "He was gone for three years by himself to try and change and perfect his superhero style so that he could finally become the Ultimate Hero."

Sam nodded sagely and commented, "Not a bad idea, I guess. I took some time to watch the highlights from the last battle he had in the finals. He's good, there's no question, but he keeps falling just short," Sam paused as curiosity passed over her features, "So why'd he ask you to go with him?"

Dawn was reluctant to reveal her answer. She knew Spidey had feelings for her at this point, but he was still too shy to admit them. She didn't want to speak for him until he had told her himself. So she went with a more neutral answer, "He got lonely on the road. I think he needs someone to bounce ideas off of so he can finish what he started three years ago."

Sam, seemingly satisfied, though noting the slight hesitation at the start, accepted the answer and nodded in accordance. The redhead spoke kindly, "Well, he couldn't have picked anyone better. You've got an inventive mind and I'm sure it will be helpful to his quest."

"Oh... thanks," Dawn sweetly gave appreciation to Sam's compliment.

"No problem," Sam told Dawn. Suddenly Sam cringed in realization of something, "Oh! Dang it! I didn't know you would be here and I don't have a gift for you!"

"No need to worry!" Dawn chirped, "You couldn't have possibly known!"

"But still... I," Sam paused momentarily, "Wait, I have the perfect idea!"

"Huh?"

"Follow me!" Sam instructed Dawn as the samurai began to run back towards the shopping district.

"Wait!" Dawn shouted, as she grabbed her filled bags and jogged after his dark brown haired friend. She followed Sam at a distance, unable to fully catch up to him while lugging the clothes she had purchased earlier. That was, until Sam stopped in front of a store in a small, nearly hidden street that Dawn had missed earlier. It was a rustic area, with buildings that seemed older than the rest of the city, leading Dawn to believe this might've been where the town originally sprang before expanding into the city that she now walked amidst. When Dawn finally caught up to Sam, she stood before a modest structure which resembled an old toy shop of sorts that read 'Northern Curios'.

Sam beckoned Dawn inside and saw a sight she wouldn't soon forget. It was a store of entirely handcrafted wooden artwork and playthings. An old man in the back chiseled away at a block of wood while an equally old woman

– who Dawn suspected was his wife – tended to the cash register.

"This was my favourite store as a kid. I would come here almost every day before I left the USA and go to live in Japan," Sam explained as Dawn marveled at all the wonderful pieces of wooden art. They had everything from Pokémon to trains in sizes ranging from figures that could fit in the palm of one's hand to grandfather clock-sized totems. Dawn kept turning about as she tried to take it all in. It was an amazing collection of works that any carpenter would be proud to make in a lifetime.

"Here Dawn, I think this is perfect for you," Sam jerked Dawn from her wandering haze and pointed her in the direction of a small but beautifully detailed skating Piplup clad in a trailing scarf and miniscule skates. Its flipper-like wings were extended outwards gracefully and one foot was tipping up slightly off the mahogany coloured 'ice' that acted as the carving's base.

"It's beautiful," Dawn breathed.

"It's yours then," Sam told her softly.

"What?"

"I'm buying it for you, unless you want something else in the store," Sam informed his friend.

"You don't need to! I-," Dawn protested.

"We're not leaving this store until I get something for you," Sam sternly shut down the blunette's objections, putting a hand on her shoulder, "You deserve it. And besides... I want to. Shows that I care, right?"

"This is far, far too generous!" Dawn commented, holding the figurine, "It's so intricate, so precious," Dawn turned it over and saw the price tag on the bottom of the base, "And expensive!"

"Money's no object Dawn," Sam waved away the concept like it was nothing, "And it's perfect for you. Piplup is your first, and signature Pokémon. It was sitting here, waiting for you to find it. I remember seeing this here for years. It's wonderful, but for some absurd reason, it never sold. That's got to mean something."

The idea that something so lovely was meant for her, even through all the chances that it could've ended up in someone else's hands, struck a chord for Dawn. Ever since the whole Team Galactic debacle in Texas, when she was chosen by Mesprit, she had always had a spot in her heart for matters of fate and destiny. This whole situation with the Piplup carving seemed to resonate with that idea.

So Dawn relented and allowed Sam's hand to grip her shoulder, and kindly thanked him, "Thank you, Sam. It's a beautiful gift."

"Glad I could give it," Sam returned in a low, soft voice. He pulled Dawn to the cash register and took the figurine. She handed it to the old lady along with the required cash needed to pay for it. Moments later, they emerged from the store with a small parcel. Dawn carried it gingerly, not wanting to harm the precious cargo inside.

"I need to send this home. I don't want it to break while I'm on my journey," Dawn reasoned.

"Good idea. I'm sure they can do that at the Pokémon Center," Sam acknowledged her plan.

Dawn stopped dead in her tracks and gasped, "OH! I almost forgot! I need to meet Spidey! He's waiting for me back at the Pokémon Center!"

"Sounds good," Sam commented, "Have a great birthday, Dawn! I hope I see you again soon!"

Dawn began to sprint off with her shopping bags and parcel in hand, shouting back at Sam all the while, "Thanks so much Sam! This means a lot!"

Sam smiled as she ran off. As Dawn rounded the corner, Sam let out a heavy breath, he was relieved, "Maybe next time and Spidey make sure to hold Dawn close to you and any women you meet."

Dawn was running back to the Pokémon Center with her pink winter jacket billowing behind her and her arms loaded with her purchases when she saw Spidey standing on the steps leading to the door with Pikachu on his shoulder and Blade Wolf by his side. He appeared to be waiting for her, which piqued her curiosity. Spidey wore only his clothes along with his weapons, and appeared to be comfortable despite the brisk winds that swept through the street. She smiled as she approached and inquired with some puzzlement in her voice, "Hey Spidey, why you waiting for me out here? Wouldn't you be warmer in the center?"

Spidey shook his head and answered her succinctly, "We're not going back into the center."

Dawn's face twisted oddly, not understanding the vagueness of his answer. She could only ask, "Why?"

Spidey chuckled, looked at his watch, and then smiled mischievously, "Oh it's a surprise! Come on!" He grabbed her shopping bags and the parcel and told her to wait as he passed the threshold of the medical facility's doors. He came back out shortly and with great urgency and without Pikachu on his shoulder or Blade Wolf . He grabbed her arm and told her, "Come on! It's getting late I don't want you to miss it!"

"Miss what?"

"Oh, you'll see!" Spidey teased, smiling widely all the while. He led her away from the lights of the city as dusk fell on the mountainous region. Dawn was absolutely perplexed as to his intentions, but she did guess it had something to do with her birthday. Spidey was many things, but subtle was not one. He hadn't even mentioned her birthday all day, nor even wished her a happy one. She had begun to fear he'd forgotten entirely, but now her fears were beginning to subside.

A short train ride later, the pair arrived at Lake Washington. The lake boasted a single island in the middle, and from what she could see, there was a faint light emanating from it. On the shore closest to her was a wooden rowboat. Spidey held her hand as he led her into the boat. He took both oars in hand as he began to row it across the serene lake. The sun had completely vanished at this point, leaving only the stars to light their way. There was a new moon that night, so it was darker than usual. But as the ripples from the boat disturbed the waters, it began to shimmer, scattering the light of the millions of stars in a display that almost seemed like sparkles dancing on the water. Dawn, though initially nervous of being on the lake in the dead of night like this, grew more and more enraptured by the sight. It was beautiful, and Spidey was giving this to her as her gift.

"Spidey... this is wonderful."

"Oh, that's just the start!" Spidey whispered excitedly between strokes.

Soon, they arrived at the island near the center of the lake. With the exception of one lone tree, the island was fairly featureless. Small patches of snow remained, but for the most part, grass was now exposed and growing in the arrival of spring. However, it was none of these things that caught Dawn's eye. In the middle of the island burned a small campfire, next to which sat a picnic blanket. The blunette's eyes grew wide at the sight. This was excessively romantic, especially coming from Spidey.

"Wow...," she was almost speechless, "I'm... Spidey, you did this?"

"Took all day and several trips across, but yeah, I did it!" Spidey announced proudly. Normally, she might tease him a bit for that little surge of pride, but tonight, she couldn't. He really deserved the credit.

"This... is the best birthday present I've ever gotten! Thank you!" Dawn almost squealed, jumping onto Spidey in an impromptu hug. He almost fell over, but steadied himself and returned the hug. He momentarily lost himself in her scent before remembering he was working to a schedule. He lowered her back to her feet and beckoned her towards the blanket. On it rested a basket and a small pail.

He opened the basket and withdrew several wrapped morsels of food for their meal, and a plate full of cookies for desert. He looked remorseful and explained to her, "I wish I could have gotten some better food for the occasion, but the location doesn't make for an easy place to deliver anything fancy."

Dawn laughed and smiled at Spidey in only the way she could, "No need to worry! The gesture more than makes up for it!" she turned her attention to the pail, "And so does this!" she took from the pale filled with ice, a bottle of wine and two glasses. "I can't believe you brought wine!"

Spidey chuckled and told her, "Yeah, it's not the greatest stuff, but I think it'll work. Feel free to indulge, I can't be drinking too much if I want to get us back to the other shore."

Dawn giggled again, "Oh, look at you, being so responsible. One glass won't hurt." She popped the cork and poured the red liquid into the two glasses. Spidey had already begun to eat when she finished, and he took the glass eagerly. He almost forgot his manners and took a drink before realizing what he 'should' do.

He raised the glass towards her and made his toast, "To you Dawn, the birthday girl. May all your dreams come true for you this year and the years after."

Dawn gasped at the short toast and put a hand to her chest where she felt her heart beating quickly and fiercely within. She felt lighter and she hadn't even had a drink yet. Before raising her glass to meet his she thanked him, "Spidey, that's so sweet. Thank you! Thank you for all this!"

They clinked glasses and they both sipped the first bit of their drink. Spidey tried to hide his distaste for the stuff, but found it difficult. She saw his reaction and began laughing yet again. True, it was a bit of a strong taste; otherwise, she thought it was ok. Spidey himself wasn't a big fan of alcohol, but he set his dislike aside for tonight for Dawn's sake. They went to work on the food, talking to each other for quite a long while, until Spidey looked at his watch and realized it was almost time.

"Dawn, you need to look at the sky!"

"Huh?" she responded sluggishly, looking up at the stars, "The stars are beautiful, but I've seen them plenty tonight already!"

"No no! Just keep looking! You'll see it in a minute!" Spidey pressed, moving himself to sit next to her as he turned his gaze northward as well. It took longer for it to appear than he thought and grew frustrated. He began to fret, growling out, "Fucking dang it! It was supposed to happen by now!"

"What was?" Dawn amusedly inquired, rubbing Spidey's shoulder with her hand.

"The Nurse Joy at the Pokémon Center said that at around this time at night, if you look north you can see-," Spidey's explanation was interrupted by Dawn's gasp of wonder. Spidey turned his eyes back to the sky and was relieved to see it. The northern lights did their dance across the northern sky, peeking out from beyond the mountains and occasionally stretching almost directly above them.

"Spidey... you planned this didn't you?"

Spidey rubbed the back of his head in nervousness, "Well... I got lucky and took the opportunity and-," he was interrupted again, not by any sound Dawn made, but by her action. She took his head in her small, soft hands and pulled it to her face. Their lips met and Spidey stared momentarily in shock. Their first kiss transformed Dawn's face into a mix of intense passion and comfort. Spidey slowly accepted the kiss and closed his eyes. He wasn't accustomed to this, and he clumsily tried to match the movements of his mouth with hers. The kiss wasn't overly deep and it was fairly chaste. But in it, Spidey could taste the emotion and power behind it. His hand involuntarily moved to her back and pulled her to him. They sat there in the kiss for longer than he imagined it could last until they finally withdrew.

Spidey's mind was a blur. He knew that he had growing feelings for Dawn, but he had only intended this as a very good, very well-deserved birthday present. One they could share together as best friends. Part of his mind was driven mad from fear, but another part of it, one quickly growing and gaining control, told him this was ok. Better than ok. This was right. That there was nothing better.

Dawn's mind was undergoing a similar process. Her mind buzzed out of fear of Spidey's reaction, wondering if she went too far, too fast, if it was the right time, if he even liked her in same way she did him. She began to fear that she might've ruined the friendship that they had rebuilt after his absence. Her mind spun wildly out of control from an oncoming panic attack until a single act by Spidey sent all those doubts out the window.

He gave her a kiss, their second kiss. He initiated it. She was ecstatic, flying away in joy, leaving her body behind and experiencing true happiness in the way she never thought possible. No contest victory could compare. Not even her imagination could do the moment justice, having envisioned this very scenario dozens of times prior. The kiss ended more quickly than before. Since he had started it, he was nervous and she felt it on his lips. She knew she had to reassure him so that he knew he was doing the right thing.

"Spidey," she struggled to speak, still half-way gone from the experience, "that was amazing."

Spidey's eyes lit up. He was so relieved. He too, had troubling finding his words, "It was?"

Dawn nodded slowly, her sapphire blue eyes glistening as they looked into his own, comforting brown ones, "I'm sure that was your first, and you need practice..." Spidey's head drooped downwards in disappointment, "but..." his eyes looked up again in a glimmer of hope, "I'll give you that practice." She giggled as those last words left her mouth, still unable to believe that she had been able to say something like that to Spidey. A heavy blush had overtaken both their faces by this point. She still couldn't believe it. She had shared an experience with Spidey that she had never believed the once dense boy would ever be able to reciprocate.

"So... does this mean you like your birthday present?" Spidey timidly questioned.

Dawn looked to the sky again, observing the stars and the aurora, and answered thoughtfully, "Everything you did tonight was great. Surprising me by taking me out to the lake, rowing me across the shimmering waves, giving me a picnic on an island, and the northern lights were an especially nice touch!" She turned back to Spidey and looked at him with conviction and affection, "But the best gift I was given tonight, was that last kiss."

"Uh, what about the first one?" Spidey asked tentatively.

"Well... I sorta gave that one didn't I?" she drawled, winking cheekily at him.

They sat there, side by side, arms wrapped around one another's shoulders as they watched the aurora dance all over the northern sky. After what seemed like hours, Spidey looked at Dawn and asked sorrowfully, "So, should I be getting you back to the Pokémon Center?"

Dawn tore her gaze from the sky to look at him and gave him a small, but considerate smile. Her hand lay on the blanket below her and she was struck with an idea. She touched his cheek and answered his question with one word, "No."

"No?"

"No."

"Then where will we sleep?" Spidey pressed, confusion overtaking his face.

"No need to worry!" Dawn chirped her trademark phrase, "We'll wrap ourselves in this blanket and sleep right here! We have our coats, the picnic blanket is fairly big, the fire is still going... and we have each other." Her voice grew soft at the last part of her explanation.

"Really?"

"Yes," she reiterated, "After tonight, after all this, I want to fall asleep looking at the stars... the lights... and you."

Spidey gulped. They had fallen asleep next to each other as they camped on their travels before, but never had they slept in the same blanket. In fact, as she snuggled up to him and prepared to wrap the blanket around them, he was sure he had never slept this close to anyone in his life.

She saw the apprehension in his face and wrapped her arms around him. She quietly reassured him, in the gentlest, sweetest voice, "It will be fine. It's just me. Nothing will happen."

Spidey looked into her eyes, as both of their sets of lids began to grow heavy. Their mutual body heat was soothing and her face just put him at ease. He began to forget his anxiety. She in turn, took both comfort and a strange sense of exhilaration in being so close. They drew closer still, almost to the point that their foreheads touched.

"This is perfect," she sighed into him as sleep began to overtake her.

No,

he thought, _she is perfect._ With his last thoughts of her, he drifted off into his own slumber. Though the night grew colder, the fire, their coats, their blanket, and most importantly, their bodies, kept each other warm, and neither of them felt capable of feeling fear in the embrace of one another.


	3. Chapter 3

Prologue 3

With their newfound relationship, Spidey and Dawn continued their journey through the remainder of the USA. They were quite affectionate for one another, though Dawn was clearly the one who pushed the relationship forward. Spidey, though growing more confident, was quite nervous when it came to showing his feelings; though he made his fair share of gesture towards the petite girl. They thoroughly enjoyed each other's company, sharing many passionate kisses and holding one another as they fell asleep many a night, though they went no further than that. Even with this new relationship, Spidey continued his quest to re-invent himself as a U. Hero, finishing his round of friends and teachers yet again and challenging many powerful heroes along the way.

Which brings us to their relationship after a few months arriving into Code Lyoko universe, after Dawn developed Saint Rows 4 powers and gaining a Spider Suit from Spidey, after they try to killed Norman Osborn, known as the Green Goblin, he kidnapped Johanna and the three while Johanna was tied up have a battle before they were throw into a portal that Otto has build.

Meanwhile after they meet up with Jeremy and the others, Spidey, Dawn and their little gang, without Johanna who was in the next universe, they fought against XANA, recuse Aelita from the Supercomputer within. They do it for four years. But Spidey or Dawn or anyone is not aging.

(This what is about to happened will spell doom for the four Lyoko warriors)

Before we get to that.

On the day before that NIGHT. Spidey sat in a locker room that was in the factory. He was mentally preparing himself for the battle to come when he was surprised by a visitor. Dawn had somehow managed to sneak there and greeted him gleefully. His gang were napping by some brenches.

"Oh, Spidey!" she called in a sing-song voice, sticking her head into the locker room and playfully stretching out the first letter of his name. He looked up unexpectedly. The look of shock passed very quickly and a smile returned once again. She stood before him in a brand new cheerleader uniform. It looked remarkably like the one she wore in her youth, but it obviously was bigger to fit her adult body. Otherwise, it was like staring at a vision of the past. Dawn did a cute little twirl on one foot and lifted a single pom-pom to the air as a flourish and winked at him cheekily. Spidey smile grew several sizes and he bounded over to her. She did the same and they hugged tightly.

"You brought it back!" Spidey exclaimed.

You see, before they came to this universe Dawn still has that cheerleader outfit from their universe, it was to help Spidey motivated and trained, while Spidey loves that thing on her body and herself, now Dawn still has it in her bag.

"This will be just like the old days! I wear this to your training sessions, and you win! Except today, you'll win much more than a mental trophy!" Dawn trilled excitedly.

"

"You're so sweet," Spidey said quietly, their foreheads coming into contact again. As he did, he caught a whiff of her scent. Intoxicating was the only word to describe it. No other words could measure up. He wanted to kiss her and hold her forever, but this wasn't the time. He had to focus on the world that would ensue in only a few

minutes need to save.

"Just remember, I'll be cheering for you mentally! I know you'll do great!" Dawn spoke in a quiet yet encouraging tone.

Spidey could feel his mind unraveling, but he kept himself foucsed. He spoke just as quietly and with much affection, "Dawn, I love that you're doing this for me. And while I certainly love the outfit," he caressed her side as he said that, "I know you're cheering and helping for me, no matter what you wear. I feel that with you at my side, I can do anything. Thank you... so much... Dawn. You mean so much to me."

Her face was the picture of amorous bliss. Spidey turned away to turn on his spider suit and wake up the gang when suddenly she grabbed him by the hood and twisted him around and pulled him into a passionate kiss. Spidey's eyes nearly bulged out of his head at the moment of contact, but as the event progressed, he relaxed into it and returned it, closing his eyes in the process.

His hands moved to her slim waist, and her hands gripped the back of his shoulders hungrily. It took all of both of their combined wills not to give in to the sheer carnality that threatened to overtake them then and there on that most important day.

As they both discovered the need to breathe, their lips finally parted. Spidey felt like a new man. His will burned like a bonfire that soared into the sky. Dawn felt like a huge weight had fallen from her shoulders and she was fluttering away. She couldn't honestly tell whether or not her feet were planted firmly on the ground.

She sighed blissfully and whispered in his ear before leaving, "I'll always be at your side. So when you win it... you'll win it for _us_! Will you do that?"

Spidey's mouth was rapidly drying out, so it took him some effort to reply. But he did, whispering back with all the sincerity and longing of years gone by, "I promise. For us."

Dawn gave him another peck on the lips and let her hand slide gracefully from his as she sauntered towards the doorway. Spidey's mind went into a haze momentarily as she slipped quietly out of the locker room before turning on her spider suit. She didn't say what he thought she was going to say. He thought she was going to say 'Win it for me', but she said... us.

"I know now..." he said quietly to himself as he looked on his gang, and at Pikachu, Beautifly who had quietly observed this happy moment. Pikachu and Beautifly gave him a knowing look, "I am telling her after we do what we do best."

"Let's Dance."

(So the real story begins matey, YEE-HAW!)


	4. Chapter 4

Chapter 1

This wasn't supposed to happen.

This was definitely not supposed to happen.

Every single time they barely escaped a dire crisis.

But that was okay, because every single time they _escaped with their lives._

XANA took control of a police officer this time, and one with two loaded guns at that. We were all used to XANA and his weapons. Namely the electricity from our opponent's hands.

Yumi and Ulrich were the first casualty.

She and her boyfriend had called Jeremy from the woods inside the school, where the possessed officer had shown up. The girl and the boy gave the genius a rundown of the situation before suddenly hanging up as XANA attacked them. The fight barely lasted one minute before she and he were shot in the knee with two bullets. Ulrich and Yumi's first thoughts were that a return trip would be necessary and to call Jeremy of the situation. Their next was to escape.

They didn't get the chance as the officer pulled the trigger again, aiming at their chests.

Thankfully there were no on-lookers.

The next was Jeremy.

The rogue officer quickly made its way to the factory. As the elevator doors opened Jeremy peered over his monitor, praying it was Yumi and Ulrich. His eyes widened behind his thick glasses as he took in the sight of the officer with two guns clenched in his fists, and a maddened smirk on his face would make the Joker proud. The genius' mind whirled with possible outcomes to this situation. Odd, Spidey, Pikachu, Beautifly, Drago, Skyress, Riley, Tom, Jerry, Toothless, Blade Wolf, Dojo,

Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Shoeshine, Krypto, Dawn, Piplup, and Aelita fought 30 krabs on Lyoko, and even if they were here the chances of at least one life being taken were still so remarkably high. Well, unless Spidey or any of his gang was here. He knew his friends needed him, but if he were to sacrifice himself, he could at least make it worth the while.

Jeremy began to type furiously, not letting his fear for the inevitable blind his concentration. He typed in programs for the specific scenario in record speed, and hoped that his friends could beat the krabs and get to the tower faster in a vain attempt to stop this.

The man casually walked over to the monitor, all the while bringing his gun up level. Just as the boy finished locking down the interface and scheduling a return to the past when the tower is deactivated, the posse man stood just next to him, with his left gun nearly grazing his shirt, just over his furiously beating heart.

Jeremy turned his head and gave him a defiant look with a cheeky smirk.

The last tragedy was Odd.

Just as a gunshot rang out in the computer room, a scanner slid open to reveal Odd. He stumbled out of the scanner and onto the elevator, grumbling about 'that sneaky shellfish'. The elevator stop on the computer room floor, and his blood ran cold. A specter of a cop sat at the computer attempting to type on the keyboard but seemingly unable to for some reason. Jeremy lay at the man's feet facing away from Odd on his side, with a gruesome puddle of blood slowly seeping away from his body.

As Odd began to realize the situation, the officer turned, frustrated with the locked computer, and caught sight of the boy in the elevator.

With a growl and inhuman speed he raised the gun once again and shot the boy in the neck from his seat.

Odd's back hit the elevator from the power of the shot and he grabbed at his throat. He didn't feel pain. But he was no longer in control. His body slid down the elevator wall and his vision was gone in three seconds. His heart beat in ten.

The final Lyoko warriors were in the virtual world, Spidey and the gang standing on guard Spidey on his Acree style bike in his Spider-Man Unlimited suit with his Murasama and Star Saber swords in his hands in front of the activated tower their princess had walked into. He and Dawn called out, trying to get into contact with Jeremy, desperate to know how their friends were doing.

Aelita put her dainty hand against the panel and watched as Code: Lyoko was entered after her name pulsated against the screen. The data on the walls fled downwards as the tower was reset.


	5. Chapter 5

Chapter 2

The return to the past brought Spidey, the gang, and Dawn which they decided to live in Spidey's room at the Kadic school to their beds from this morning. The story between them that they are boyfriend and girlfriend, but one thing they hadn't done is making love. They were already wide awake from just a moment ago being in the virtual world. Their alarm clock was blaring the boy's favorite radio station. Spidey and Dawn lay on their backs, staring at the ceiling, waiting for one of the gang to turn off the alarm. Which they were still asleep.

"Pikachu." Spidey growled.

Pikachu woke up from his spot on Spidey's chest, shaking off the restless in his small body and got up and went to turn off the alarm, Spidey sit up in his bed, Dawn does the same. Spidey yawned, "aaaahh..." He scartched his back and got out of bed as he did some stretches to hear bones popping, neck popped, knuckles cracked, feet stretched as all of the tension left his body, only dress in a black tank top, black sweat pants, and white socks. Dawn does the same only dress in her pink and yellow stripes PJs. The gang of Spidey were on a third in the bed of the four style bedroom with a inroom bathroom. Spideys walks to the bathroom with a toothbrush and towel and pair of underwear. "Dawn listen I'll be out about few minutes until you can come in, okay." "All right, I just need to feed Riley, Krypto, and the animals along with the Digimon their lunch before feeding our Pokèmon. If I'm done earlier before you got out that shower I'm coming and brushing my hair." Dawn said as she got up from the bed.

Spidey shuts the door, Spidey strips off his clothes. He notices himself staring at the mirror. He took a good long look in the mirror. The reflection in the mirror was not the boy he was once was before he and his gang and Dawn came to this world about four years. He had grown taller by quite a bit, much to his satisfaction, quite tried of having been so short for so long. His dark brown hair, as always, resembled a patted down with a slick back, but was a bit longer than he used to keep it, thought he kept it trimmed to a summer buzzcut. He was not the long-hair type. His body had grown more muscular ever since he had being bitten by a super spider enableing him of spider powers, super strength of 1K(million) tons of strength, super speed about 200 mph; his arms were slightly bulkier, but were in no danger of being able to match that of a average bodybuilder. The left arm has a watch like gaunlet that stretched from his wrist to his lower forearm. It was green in color with neon tubes on each side of the device. On the top was a dial with a black background and green hour glass with twin grey push buttons on either side of the dial. It was the Ultimatrix, got from Ben 10 after he died. On his right wrist was his all silver watch, it is somewhat rectangular in shape and has a circle in the middle with green lines on the circle and has two red rectangles on it and has a button on it's side it was the wrist Spider Morpher holding a trillions of small black/red/blue nanobots of the Spider-Man Unlimited Suit. His legs had undergone a similar change, as excessive amounts of walking and working out had definitely put some muscles on them as well. His face had grown a bit, no longer that baby-faced round that it used to be. It was a bit longer now, and he had a stronger chin. His strong brown eyes remained as potent as ever, which hidden a powerful Bit Beast behind them, Dragoon, after Spidey accepted him as his guardian and as a home. Spidey flexed for a bit, the muscle tighten up, Spidey smiled with a relaxed face. His abs were rock solid about a six pack, litterally, well not rock solid but hard as a rock. "Well time to hit the shower." Spidey stopped flexing as he stepped into the shower, his spider sense telling him some is about to happen.

As Dawn got done feeding everyone, Reneamon lay back on her back on the bed, thinking about something. Dawn was now a young woman, she had changed quite a bit over the years after she was born and met Spidey at early childhood and become best of friends before one night she kidnapped by a crazy man who was saying he was in love with her, she was like MJ, except for now she started to developed powers, but they were Saints Row 4 powers, wear a wrist watch and having the same appearance as Spider-Man. Together they and their little gang become a quite superhero team, until they started dating through high school before they all came to this world. Her face, though more familiar, had changed somewhat. She still had a sweet and innocent looking visage, though her cheeks not quite as rounded as they had once been. Her nose, eyes, and lips, however, seemed to have been frozen in time, being just as vibrant and cute as all those years ago. Her eyes were just the same shade of deep blue, but seemed all the more striking now as Dawn was looking in the full length mirror in the room. Her hair was even fuller than it used to be. It hung down, ending just mid-way on her back. Various braids decorated the water-like tresses that framed her face and shoulders as she did her hair with the help of Beautifly. Her body howerver, was where most of the changes had taken place. Her form was still quite slender and petite, though she still stood taller than before, well not as taller as Spidey. Her slender daintly arms and legs were quite gorgeous and delicate as she started to pick out her outfit for the today. Spidey had rarely seen her without that pink scarf in her younger days, and could only thank her now for allowing that sumptuous neck to be exposed to him. Her bust had grown somewhat, but still retained a proportioned size to the rest of her small body. And though Spidey tried desperately to ignore it in classes, he once saw and could help but admire the cutt butt that he saw in profile to the rest of her slender form.

Spidey got out of the shower after drying off the whole entire body, as he puts on his underwear, got on some Axe spray dark tempation type, Degree V12 deodorant and put it on as he starts to brush his teeth.

Suddenly, the door on the bathroom knocked, "Spidey, it's Dawn, are you done in there." "Just a minute." Spidey said as he got done brushing his teeth.

Spidey got out of the bathroom as Dawn switch places with Dawn as she has her outfit in her arms, a white fluffy towel, and a tooth brush.

Spidey went to his closet and picks out his outfit and lay it on the bed as he got his Adidas Rydell Sling backpack right shoulder side sky blue and white sides and black. Unzipping it, he grabs his weapons which were the Star Saber, Murasama HF Blade, Bullwhip of Indiana Jones, Camo Bow and arrows, Tomahawk of Conner Kenway, Captain American's Shield, Blade's sword, two colt 1873 revolers with a grinding symbol of Sly Cooper symbol on the barrel, black handle and holsters on a brown belt with a WWE belt buckle, Jenji and the Laser Lamp, Solar Streak Express card with the Solar Cell Morpher ticket puncher, he puts them in there except for the Murasama Blade and the Shield. Still in his underwear, he zipped up his bag, getting out his second belt with a blue button holster-style pocket equipped with an white EZ customize Core System grip A-90 type with light blue clip on rubber grippers in his pocket not on the grip, 'G-BLADE' sticker on it, dragon stickers, red curved stickers at the bottom of the grip from Beyblade G-Revolution attached to an blue left spin shooter or launcher with the sticker on it, yellow dragon ripcord completely straight, a black arm band, blue and yellow Beyblade container containing Dragoon GT inside. Along with the Dragoon Winder Key white and the stickers were on it.

Spidey sighed and think about what his spider sense was telling him.

His thoughts were cut short when there was a frantic knocking on the door. Without giving the okay, the door was pushed open reveal a fluster Aelita, with bed head bubblegum pink hair, green grass eyes, her body was slender, her bust were perky and small, most likely no larger then an A cup, but her hips were curvy. Wearing her rumpled pajamas, which were a over sized pink t-shirt with a red letter A on the front and white socks. She let out a relieved sigh at seeing Spidey Parker and the gang.

Dawn just got out of the bathroom in her outfit, her white beanie with an pink Pokeball symbol on it, black tank top with a white undershirt front underneath the tank top with a bright pink skirt attached to it, white strap with a pink watch on her left wrist, bracelet on her right wrist has two silver balls on it, knee length black socks and bright pink go-go boots with a strap over her feet and a white color on the end of the straps. Getting out her yellow backpack from the closet when she notices Aelita.

"Jeremy isn't in his room, either or Ulrich and Odd," she began. "I was in Jeremy's room talking to him-or at least supposed to be- but I was midsentence and there wasn't anyone there!"

To steady her Spidey gripped her upper arm and spoke softly. "You right, my senses telling the same thing, but don't know sure though."

All three shared a confused gaze along with the gang, Aelita's more panicky.

"Wait," Dawn said suddenly. "Remember that time we thought we back to the past but we were trapped in that bubble thing?"

"The simulation bubble?"

"Yeah!" Spidey said excitedly, turning and beginning to put on his Nike socks, blue and orange with orange shoelaces PUMA shoes. Fainted blue jeans with a ripped hole on the right knee, Metal Solid Rising black t-shirt short sleeve, cobalt fingerless gloves with an hole in the back of the hands, MMA ELITE thermal hoodie black, zipped it up, put the arm band on his left arm, his backpack on his back, Murasama Blade strapped to the belt and turned on the stealth camo over it as Spidey got on the second belt, stowed away the ripcord in the jean holders, light blue rubber grippers into the back pocket, grabbing his signature Indiana Jones brown fedora hat from his closet. Lastly grabbing the two Digivices T-Power and original one types with the blue cards as Spidey strapped them into his pocket. Putting on his Sonic Underground guitar necklace, DX Army dogtags and NEMSIS sunglasses on his neck strapped by a string, then grabbing his Pokeballs (Bulbasaur, Chikorita, Cyndaquil, Totodile, Buizel, Butterfree, Pidgeot, Lapras, Squirtle, Mewtwo, Dialga, Palkia, Articuno, Zapdos, Moltres, Giratina, Rayquaza, Groudon, Kyogre, Jirachi, Manaphy, Ho-oh, Lugia, Victini, Meloetta, Mew, Latias, Latios, Zekrom, Reshiram, Darkrai, Cresselia, Staraptor, Onix, Zubat, Celebi, Lucario, Swellow, Sceptile, Donphan, Acreus, Entei, Sucicune, Raikou, Charizard, and Haunter) into his pouch on his belt, along with 10 more Poke balls and put them into the pouch, not caring that the girl was witnessing.

The young woman's cheeks flushed slightly and she adverted her gaze while saying, "But none of them were on Lyoko at the time. I'm about ninety-nine percent sure that's impossible to do."

"But you're saying there's a chance?"

She shrugged but was calming down because despite the unlikely idea, there had to be a reasonable explantion to this.

"Go get dressed and we'll go down to breakfast. If Yumi doesn't show up like she's supposed to, we'll assume she's with them. If they all show up together, cool, if they don't, we'll skip first period and head to Jeremy's room to look for the ting on on his computer," Dawn finished, pushing the princess out of the room.

She nodded and silently thanked them for their leadership. She always felt a little frazzled whenever Jeremy wasn't around.

Spidey and Dawn ignored their food and almost missed Aelita taking the spot next to him as he and Dawn and their little gang stared at the cafeteria doors that Yumi should have appeared out of three minutes ago.

"Yumi's not here," he growled, pushed his food away as they now felt the anxiety Aelita was feeling.

The princess nibbled on her toast, thinking of other possibilities as to where their friends are. It was physically impossible for them to just playing a joke, and she sincerely doubted XANA had found a way to teleport them into the supercomputer. Plus XANA usually didn't try the same trick again if it didn't work the first time.

After Aelita finished a small portion of her breakfast and she had convinced Spidey and Dawn to do the same, they made their way up to Jeremy's room. She sat at his computer chair while Spidey, Pikachu, Beautifly, Dojo, Drago, Skyress, Toothless in his small beagle puppy state and Dawn, Piplup leaned over their shoulders as if to make sense of the codes splayed across it while the Digimon were on the bed.

"What's going on? What's it say?" Reneamon demanded as she got up from the bed and stood by Spidey's right side.

"Hang on, it's searching," she replied patiently.

The computer quickly linked to the supercomputer and began to search every pixel of Lyoko for anything out of the ordinary. Since the last simulation bubbles, she worked on a program with Jeremy to detect irregularities like them, much like the super scan.

As the Lyoko warriors anxiously watched the screen for nearly ten minutes, and a big green plus sign showed up on the monitor, confusing Spidey and Dawn and their gang and depressing Aelita.

"They aren't on Lyoko," she whispered before Spidey could ask. "None of them are."

As their only idea and hope disappeared, the reality sunk in. Their friends were missing.

Aelita only hesitated a moment before typing in something else, and a folder with video flies popped up. She glued her eyes on the contents, determinedly searching them.

"Please Jeremy, please tell me you connected it to the supercomputer," she said to herself.

Blade Wolf, through his downcast mood, asked, "Connected what?"

She responded, "The supercomputer settings don't go back in time, so whatever happens on there, stays there. Meaning if the security cameras for the factory are connected to the supercomputer-"

"We have the recording of what happened at the factory!" Patamon continued as he hovered over them.

Aelita nodded. "And it might give us a clue as to where they are."

As she finished speaking, her mouse hovered over the video they were looking for. Hastily, they opened it.

It began with Jeremy on the phone with Yumi and Ulrich. He sat on the computer chair, with the elevator door in the background.

"Yumi? Ulrich!" he cried into his mircophone. "Are you two still there?!" He started mumbling incoherently to himself as he ended the dead call with Yumi and Ulrich.

There was obvious panic on his face as Jeremy desperately typed on the keyboard. For five minutes they watched the genius work, Spidey searching for some clue as to what happened to Yumi and Ulrich, when it happened. The elevator began to whirl, making the familiar noises of it being in use. The doors slid open, and all Lyoko warriors expected to see their oriental friend and her boyfriend.

To their utter dismay, it was the police officer they knew Yumi and Ulrich were fightning earlier. With the guns in his hands, they could only assume what happened. Spidey and Dawn didn't think they could watch anymore along with the gang. There wasn't some graphic scene to depict it but their imagination was vivid enough to come up with a scenario. Nonetheless their eyes didn't stray from the screen, praying there was an explanation.

Jeremy only halted his work to look over his screen, before sighing and continuing.

"What are you doing?" Aelita muttered, eyes already becoming glossy.

The genius' typing became faster and they watched the predator walk right up to him. With the muzzle of the gun right in front of the heart of their beloved friend, Spidey and everyone else felt like they were living in a nightmare.

"MOVE! WHAT ARE YOU DOING?" Aelita's tears broke free and she predicated the outcome.

Jeremy turned and gave what looked like a cheeky smirk to the specter.

The gunshot rattled in the ears of the viewers. Aelita closed her eyes at the last second, while Spidey and Dawn and everyone else watched in horror as Jeremy slumped against his chair, lifeless. His heart was skipping beats. Death was always around the corner but it had never happened. Until now.

Just as the officer pushed Jeremy's dead body off the seat, the elevator begun to whirl again. They knew who it would be this time. Aelita went back and forth between using her hands to cover her eyes, muffling a sob, or whispering, 'no', over and over.

The officer took control of the chair and attempted to type but the computer kept denying him acess, most likely because of Jeremy. The elevator door opened to show Odd, as he took in the same scene the gang of Lyoko warriors saw. The specter let out a frustrated growl then noticed their last friend. The speed of the movement was amazing.

The gunshot went off before either Spidey or Dawn or Aelita or the gang could think about looking away.

They saw the bullet go straight into his throat. He made a choking noise as his back hit the elevator, and he slide to the floor. Odd blindly gripped his neck and made another gurgle noise before his eyes went out of focus and his body ceased movement moments later.

Their attention was miles away from the video now. The supercomputer screen showed the return to the past begin and the video went black.

Aelita was first one to slump. She slid down in the chair and her head lolled back slightly from passing out. Spidey and Dawn noticed but they felt like they were outside of their bodies as the gang slumped. He and Dawn sat himself on Jeremy's bed, trying to think about helping Aelita, but their own visions blurred and Spidey slumped onto the bed with Dawn on top of him.

Spidey heard voices. They were familiar, yet unrecognizable. He wanted them to stop, but at the same time the voices brought him comfort that he was still alive.

His sight was starting to return to him now, and he didn't like it. His head was propped up on a pillow as he lay in the nurse's office. The bed to his right held Aelita, who he first thought was asleep, but upon closer inspection, her eyes were wide open and staring at the white ceiling, tears endlessly streaming down her face. Her face was as pale as a sheet. Dawn was on the left side to another bed. Riley and the others were back in Spidey and Dawn's room, except for Pikachu who was laying by Aelita's side crying also.

Spidey tried to remember something-anything-that would explain this situation. When he focused, he realized he could make out what the voices outside the door were saying.

"Where did you find them?"

"They were in Belpois' room."

"What time was that?"

The second voice turned thoughtful. "About an hour ago I found them, so maybe four o'clock?"

"And Jeremy wasn't in there?"

"No. Just Parker, Berlitz, and Stones. It's really kind of strange."

"Do you know why they are in this condition?" That voice was sounding more distress by the second.

"No idea that's how I found them. Yolanda says they passed put from shock. Apparently their vitals are good."

"Hmm... thank you Jim. Let's get this over with."

The doorknob twisted and the speakers revealed to be Mr. Delmas and Jim. Yolanda came out of her office in the corner of the room at the sound of the door opening. The principal nodded to the nurse and looked toward the three patients.

Immediately they notices the young man and women were awake, and rushed up to Spidey, Dawn, and Aelita. Jim and Mr. Delmas went to Spidey's side of the bed while Yolanda worried over Aelita's tears.

"Mr. Parker, Ms. Berlitz, tell us what happened and where Mr. Stern, Mr. Della Robbia, Mr. Belpois, and Ms. Ishiyama is," the principal demanded.

Hearing those names, Spidey felt something snap inside himself. Yumi was gone. Odd was gone. Ulrich was gone. Jeremy was gone.

"Lower your tone," the nurse scolded.

"Same here." Dawn said, done crying and now feeling like Spidey.

"We need answers Yolanda," he said sharply. "Mr. and Mrs. Ishiyama have been calling all day."

Spidey began to struggle as Dawn got up. He needed to get away with Dawn. Spidey wanted to escape and hide and die. Over Mr. Delmas' yells and Jim's grunts to hold him down, Spidey and Dawn heard Aelita begin to sob his name for Spidey. Her cries calmed him for a moment before his struggle became greater.

"Jim! Hold his legs!" called the principal. The gym teacher removed his hands from Spidey's shoulders to comply just long enough for him to make an escape.

The superhuman ripped himself away from the two men. He scrambled to the door with inhuman speed, flung it open, tear it in half, and booked it down the hallway followed by Dawn. They wanted away from their princess' cries for them. They wanted away from the loud voices. They wanted away from what they believed wasn't real. He and Dawn separated into different directions to flushed out with their angry.

Spidey's commotion startled Aelita out of her trance. Pikachu perked up but comforted Aelita as he snuggled into her a bit more. Suddenly the video played again in her head. She tried to stop it, censor some parts, but for what she didn't physically see, her brain filled in with gruesome scenes.

She felt the gentle hands of the nurse attempt to counsel her. Strangely, she didn't accept the comfort. Aelita felt responsible. She was the one who deactivated the towers. She was the one who didn't get there fast enough. She was the one who killed her friends.

The tears wouldn't stop. The sobs were painful and her lip kept quivering.

Mr. Delmas heaved a sigh as Spidey, and Dawn ran from the room. Neither of these teens was in fit condition to tell them the whereabouts of their friends, and the problem was that Mr. Delmas needed answers. The principal told Jim to turn in for the night, and if he saw Spidey or Dawn to send them his way, then sat in a waiting chair outside of the infirmary. Mr. Delmas listened to the girl's inside's cries.

Dawn found herself just outside of the school as she ran. Feeling to take her angry out on someone, she heard some screaming down a alley. So she went superhero as she activated her nanosuit and jumped up onto the roof.

Spider-Girl saw a young woman in heels, a skirt and a blouse with short dark hair maybe a year or so older then her with two men.

One was holding on to her while covering her mouth. The other was looking through her purse and took out some money and stuffed it all in his pocket and threw the purse aside. "Well it's not much...but maybe we can take something else." The man said with a curel grin and pulled out a switchblade and cut off a few of the top buttons on her blouse.

Dawn could see the fear in the woman's eyes and knew she had to do something.

This wasn't just a crime, it was a violation and it was something that Spidey hated of all the things he had seen and she hate it also.

"Hey!" Spider-Girl yelled as she jumped down to the ground.

"Back off." The man said as the woman cries in pleading to rescue.

"Let her go you bitch." Dawn said angrily, it was things like this was to derespect to women everywhere she despised most of all.

Grunting, "You asked for it bitch." The one who has a knife said walking to Dawn with a predatory grin. Dawn smiled wickly, but thinking this guy could intimidate her they were sadly mistaken. The man swung the knife at her head but Dawn's Caperioa of Spidey comes into play, Dawn does a flying hurricane move at the head as she flip him on his back, grabbing the knife and toss it away, the man got up again and swung a punch to Dawn's face but she easliy caught it and bend his hand back in the way doesn't look pretty as the man's wrist was broke.

Dawn heard the sickening snap and even the woman heard it as Dawn grabs his jacket and threw him head first into a dumpster.

The other one seeing this threw the woman to aside and she fell to the ground. She watched in surprise and fascination as she saw the other man charge towards Spider-Girl trying to save her. She was going to shout out a warning but she seemed to know it was coming and Dawn turns to face the man and grabs the running man with a Randy Orton style powerslam to the ground and Dawn grabs the KO and throw him into the dumpster, before grabbing a spray can and spray 'Look into the dumpster'.

Dawn saw both of the muggers were out cold, she walks up to the young woman. She reached down to her. "We better get out of here." She gently told her and she nodded and grabbed her purse and feld with her. It wasn't until they ran a few block until they slowed down. "Are you alright miss...uh sorry I don't know your name."

"Cathy." She told Spider-Girl. She felt her heart racing and suddenly the reality just sunk in. She never thought something like that would happen to her and then she realized what would have happened to her if she hadn't come to save her.

Dawn saw her suddenly stop and lean against the wall. "Hey are you alright Cathy?" She asked her worried. Forgetting all about the angry. She starting to cry and Dawn put a hand on her shoulder. She looked at her and suddenly hugged her.

"Thank you, oh god thank you." She whimpered to her. Dawn held her close. After she was over the shot she wiped her tears away. "I'm so sorry...I shouldn't have just done that."

"It's alright, after something like that I'm not surprised."

"Well I'm glad you came for me...I just realized I don't know your name." Cathy told her.

Dawn kindly smiled at her. "It's Spider-Girl."

"Do you want me to walk you home or something?"

"I-if you don't mind." She said. She was holding her blouse closed at the top, Dawn could easliy she was still scared. So she decided to make sure she got home safe. On the way there she tried to take her mind off of things and she didn't know it, Cathy was grateful for it. They got to the front she stopped next to her waiting outside of the picken fence.

"So do you live around here?" She asked her.

"No, nowhere."

She looked a little disappointed. "I'm sorry to hear that...this city...maybe even this world needs more people like you."

"Really?"

She smiled at Dawn. "Really, I know the world would be a better place." She hugged her again. "Thank you again. You saved me you didn't have to...but you did. You're a real hero in my books, I know that sounds cliche maybe even stupid...but's it true."

They said their goodbyes and Dawn super jumped out. Now to find Spidey, who know where at. Hoping to find her love and help him through what she knew would be a rough patch. Spidey helped her before, and she was determined to do the same for him.

Spidey found himself just barely inside the factory. He leaned his back against the rough metal of the pillar and slide down, trying to catch his breath. Desperate to keep his thoughts away from anything painful, he looked up at the nightly sky.

How long were Aelita, Dawn, and himself out? It had to be at least six in the evening. The moon was peeking over the factory as it rose, just staring at it made him feel a little calmer.

Then thoughts came from nowhere. Yumi, Ulrich, Odd, and Jeremy. Over and over he saw their faces, their smiles, and felt rising guilt for every single time he let them down. Tiny moments that were mostly likely insignificant surfaced, one's that he had no idea how remembered, sent to destroy him mentally but with Dragoon, things are different.

Spidey was wiping at his eyes before he knew he was crying. He growled at himself. He didn't deserve to cry. His friends would never get to cry again! Not to mention smile, laugh, or hang out.

The stealth camo on the Murasama blade turn off and the ultimate hero unsheathed his blade and swung it to propel his body to swing around and slice the nearby tree he was once leaning on away from the factory.

The anger felt good.

Spidey planted his feet firmly into the ground and swung his blade again, and was just as satisied the second time. He switched back and forth between swunging his katana, making the tree shiver from the impacts. He didn't feel the pain, but the hot mark on the tree was comforting. Once he brought leg up to swing at the bark with lot of super strength and the blade stuck to it, but it was wasn't same feeling as being hands on was.

Spidey crused himself silently. If one of his gangs were there to protect them, one would be still be alive. Spidey sheathed his sword and just sort of went into the factory and found a locker room. He goes in and locked himself in there. Curling into a small ball, he was disappointed, against not with his powers, but with himself. Even with Dawn there, he managed to lose his friends. He was crushed. He couldn't even bear to look at himself in the mirror. After how badly XANA had killed his friends, Spidey didn't know if he would ever be able to see any of his friends again. He didn't know how he was going to look at Dawn either. He knew he didn't deserve to.

"I was going to save...for y'all."

A sharp knock on the locker room door in the factory shook him from his thoughts.

"Spidey!" a gentle female voice emanated from the door.

He couldn't bear to see her. To let her see him. He thought he knew what he was missing. He thought she was what he was missing. He was wrong. He still couldn't reach ultimate level of Hero.

"Spidey, please open the door. I know what you're feeling right now, and I want to help! Please!"

Such a wonderful voice,

he thought mournfully, _I don't deserve to hear it. I failed her. I failed everyone..._

"Spidey, listen to me please! I need to see you! Don't let this send you on another lonely trip down this road! I need you! I can't let you run away!"

Bless her voice,

he spoke in his mind. It was pleading, yet somehow, invigorationg. He was conflicted. These new feelings for Dawn were so powerful. The emotions that had surfaced their relationship, culminating in the events directly before this happened, kept pounding back and forth within the walls of his skull. The memories of the kiss with Dawn and the accompanying bliss clashed with the undeniable and snapshots of their friends now dead. They dueled with the inherent guilt from today that now joined forces with the old guilt that sent him on his superhero jounery in the first place. His mind was a beystadium, and he felt he was coming undone because of it.

He sat on the bench, his pounding head in his hands coming out of the ball, not even noticing the sound of the door unlocking. The sound of the door opening and closing quickly. Spidey remained in his position, motionless despite the new presence that entered the room. She drew closer to him, and for a moment, he nearly felt able to move. Her smell entered his nostrils and he almost breathed out in relief. But then he remembered that he didn't deserve her.

Dawn had changed back into her normal clothes, feeling the Spider-Man Unlimited Suit did not befit the situation. She needed to comfort him and offer him safe ground, free of what had just happened. The spider symbol would only remind him of that. She was nervous though. She knew that what she likely said in the next few minutes would determine his future: If he would continue his quest to be a ultimate hero, or if he decided that it wasn't worth it.

"Spidey, I know this is hard. But you'll get through it," she paused and put a gentle dainty hand on his shoulder. The tension in Spidey's body began to ebb slowly. She continued, "No, _we _will get through it."

The battle in Spidey's mind took a turn. His feelings of longing toward Dawn began to fight back, being that Dragoon and the other being Zeus, stronger than ever, seeming to almost take strength from both her words and her touch. Spidey's body, while slowly warming, did not stir.

"I know you think you broke a promise to me today. But you made the right choice. The noble one. You put your judgement above all else. And nothing, could make me love you more," Dawn spoke to Spidey gently. While her words were true, they only brought on the pain of realization for him. The hesitation; that part of him he now knew existed was evidence that he craved victory. That was part of him which nearly cost him his love. And that was why her words rung hollow in his ears. She saw his continued stillness, and continued to try and comfort him.

"Just remember Spidey, what you said to me. That you know, I'll always cheer and be there for you. No matter what," she moved her hand from one shoulder its opposite as she sat down beside him, holding him close, "And it's true. I'll never stop. Never. You are my hero, my saviour and my love."

Spidey's mind was on fire. He heard everything she said, but only one word seemed to resonate in his head. _Love._ The guilt was slowly fading, but it still lay there, enduring, tainting his consciousness. The rest of him, however, was slowly reacting to the presence of the blue haired beauty beside him. Dawn slowly removed his hands from his head, and turned it so that their eyes finally met.

That was it.

The battle was won.

The wonderful face of this gorgeous woman had entered his field of view and he couldn't help but melt. He face went from static to enamoured in less than a second. And even as he stared into the gorgeous blue eyes of this woman he didn't deserve, his own eyes, which he thought already drained, began to tear up once more. He couldn't explain it. This woman was divine. It was as though she was sent to save him and him alone. She, in return, saw his reaction and was utterly relieved and content. She put her hand to his cheek and he closed his eyes reflexively, not out of fear, but out of comfort. She wiped away his tears with the softest, most caring touch he swore he had ever felt. For the first time in what seemed like hours, Spidey moved of his own free will. It was a simple gesture. It was one of gratitude and understanding. He mimicked her hand by putting his to her opposing cheek. She too, closed her eyes. For minutes they sat there like that, simply feeling each other's emotions through the physical contact. All their guilt, passion, longing, dreams and love were passed back and forth. They knew one another completely. It was magic.

Slowly they both opened their eyes and gazed longingly into the portals to one another's souls. They both understood one another and just stood up together and kissed. It wasn't the passionate messy kiss like they had before. This one was soft, supple, and delicate. It was what they both needed right then. When it ended, they held each other's hands and finally one of them spoke.

"Let's go Spidey. I know somewhere peaceful. Somewhere away from all this."

He merely nodded, not making a sound. She took him by the hand and they left the locker room. He didn't care where she was taking him; only that she was going to be there when they arrived. They snuck away through a side exit of the factory to avoid the public. Neither of them wanted that at the moment. Dawn, with more force than usually befit the lithe young lady, pulled Spidey into the wooded area around the factory grounds. They strode through the trees quickly and quietly, Dawn seeming to know exactly where she going, while Spidey was pulled blindly along the way. It didn't matter though. He trusted her completely. She could lead him to the edge of a cliff and he would follow her now. Where she was leading him, however, was far better.

They began to climb a forested hill, the tallest on the land. It was a lengthy and exhausting ascent, but it was worth it. The couple emerged from the thicket onto a mound of grass at the very peak of the island, capped by a single tree. He could see the entirety of the landmass, and even mainland France in the distance. In the light of the moon and the stars, it was a vista that they knew they were likely never to see again. It was perfect.

It's not perfect,

he mentally corrected himself, turning to her. He saw her bathed in the moon's rays and she seemed to almost glimmer. Her blue hair swayed in the gentle breeze, and her blue eyes reflected the moon's gleam in a most magical way. Her perfect skin shone gently. It really was like she was an angel.

She's perfect.

He tried to speak but he just couldn't. His mouth opened, but no words came forth.

Dawn giggled at this, and put a finger to his lips to stop his attempts. She drew close, and at the last moment withdrew her finger, replacing it with her lips instead. The kiss was like before: delicate, soft and tender. But it grew from that this time. It deepened, becoming more passionate. More and more, it began to resemble their first kiss that day. The carnal, sexual passion took hold and they gripped one another tightly, not to crush her with his super strength.

His hand wrapped around her slender waist, pulling her to him. The feeling of having her entire body against him was wonderful. She did the same with her hands around his neck, making the kiss even deeper than before. It was in throes of this new deepness that his tongue probed forward, seeking her lips. She opened her mouth slightly, just enough to invite him. He took the invitation gladly, sliding it in slowly, as not to shock her. It explored her mouth cautiously, until at last it met hers. The duel began. They first touched, timidly touching and retreating from one another. Then they competed against one another, writhing, slipping, dodging, and pushing back and forth.

At last, Dawn's managed to sneak about and push his tongue past her lips and through his. Now she explored his mouth deeply. It moved about sensually; glad to know every bit of his wonderful mouth and meeting his tongue once again. While their tongues continued, their hands played a different sort of game. It was one of pure exploration. Spidey's hands traveled up and down Dawn's back, tickling her spine and causing her to moan involuntarily. He learned every inch of her supple skin with one hand while the other teased her hip. He grew bolder soon enough and cupped one cheek of her rear with his hand and she gasped, leading her to end the kiss sooner than she would have liked. Her hand continued to draw circles his lower chest. She loved how he felt. Though she hated that his foolish reasoning had led him to travel the road of a hero alone, she loved what it had done to his body.

They locked eyes again, having been opened after the kiss ended. They both looked into each other's souls with such longing it would have burned a hole through any other person had they stood between the two lovers. Dawn's hands moved to the hem of Spidey's shirt and hoodie. Normally he would've been startled by such an action, but not now. This was how it was meant to happen. This is what he had been waiting for his entire life. Forget being Spider-Man, forget being a Ultimate Hero. Forget saving the world against XANA. He never knew it until now, but he found the one thing he was looking for since the day he was born.

The love of his life.

She drew up the shirt and hoodie over his head and revealed his toned body. He worked out and traveled enough that he was fit. He didn't bulge with muscles, but she didn't want that. She wanted Spidey, as he was: The perfect man for her. She laid her hands on his chest, and the skin-to-skin contact felt electric. She exhaled as though she had been holding her breath her entire life, and now she could breathe again. Spidey, too, felt something kindling within him. She took the base of her black shirt and began to lift, albeit apprehensively. He stopped midway up, afraid that he was overstepping his bounds. She took his hands, held them gently, and looked at him. She motioned upwards with her hands and put her arms directly above her head in expectation. It was an expectation that Spidey would not disappoint. He pulled it up and beheld her nearly naked form. The more of her skin that was illuminated by the moonlight, the more he seemed to come alive.

She took his hands and placed them on her pink skirt. He was still extremely nervous, but she nodded to him. With both their sets of hands, they slid the skirt down from her wondrous hips until gravity did the rest. All that remained on her lower half was a pair of blue panties that matched her bra. She smiled at him and giggled nervously.

For the first time since they left the factory, Spidey uttered one word, "Dawn." His voice was hoarse, but full of feeling. Moved less by what he said, but rather how thick with emotion he had said it, she quickly pulled him to her. The contact of bare skin against bare skin was enough to send shivers into both of them. But Dawn overcame quickly, reconnecting in another deep kiss. Dawn resumed her mission to rid her love of his last remaining articles of clothing and she quickly accomplished her goal. She pulled down his pants which, accidentally or not, took his underwear with them. He became, momentarily, intensely self-conscious, but Dawn kissed the feelings of doubt and insecurity away. He relaxed again and embraced the kiss.

His hands began to move along her form again, until he found the clasp of her bra. He fumbled, but by some miracle, undid them; without even a reaction from Dawn they fell away. However, the contact of her breasts on his chest did elicit a reaction. She let out a long droning moan that seemed to set Spidey on fire. One of his hands, guided by nothing more than instinct, moved between them and cupped her left breast, while the other moved southward on her opposite side.

He had absolutely no experience in this field, but it seemed almost instinctual for him. He began to draw circles around her nipple with his finger that grew smaller and smaller. In response, Dawn hands went to work as well. One gripped one of his toned rear, while the other moved in a more devious direction. Just as Spidey began slide her panties down, her hand grasped the now erect shaft poking at her midsection. Spidey gasped, unable to comprehend the feeling of something so good. His task of lowering her panties was left half finished as he tried to steady his mind and body against the sensation now gripping him literally and figuratively.

She began to move her hands back and forth, drawing hitched sounds from Spidey, who desperately tried to remain in control of his faculties as he was driven blissfully mad. At last his hand regained its control as it moved back to the panties and finished the job it had started. They fell to the ground onto the earlier discarded skirt.

They both stepped back from one another to take each other in fully. Now both completely in the nude, they couldn't help but admire one another. Dawn's body was shapely and slender. Her small breasts complimented her perfectly, while her womanhood, while mostly hidden between her closed legs, seemed to beckon him forth, even from beneath that small patch of bluish hair. As she turned away in nervousness, Spidey also managed a glimpse of her rear. It was cute and round; perfectly shaped, and more pronounced than her clothes let on. It, too, added to her divine form.

She looked on his toned body as well. His chest and stomach were perfect, his legs and arms were strong with the Ultimatrix and Spider Morpher on them, and his shaft was all too eager to reach her. Spidey looked hungrily at her while Dawn reciprocated his stare, with her gaze darting between his eyes and his member repeatedly. But there was also love in their eyes, and their mutual reverence held them back from complete and utter animalistic behaviour.

They approached and embraced each other tenderly. And Spidey finally found words again, "Is this what you want?"

She gave him a small smile, her eyes glistening with adoration. She loved that, even after all this, he wanted to know what _she_ wanted. He truly was selfless. She held him close, and kissed him on the lips softly; a memory of the first minutes they were up here. She replied quietly, and firmly, "I have never wanted something so badly in my life."

And hardening back to their meeting at their home back in their world only years prior, Spidey hugged her deeply. There was no sexuality behind it. There was no carnality. It was a hug of love and comforting relief. He said those same words as he done before.

"Thank... you... Dawn."

She almost began to tear up at the memory he was evoking. But that was not the end of what he had to say. He said three more words which nearly sent her to heaven right then and there.

"I love you."

That sent her beyond her emotional edge. Tears fell freely from her eyes and she withdrew her head from his shoulder and looked into his chocolate brown eyes. She could only say one thing. There was no choice in the matter. She was committed emotionally and physically.

"I love you too."

No more permissions needed to be asked. No more declarations. No more words of comfort. Both their bodies and hearts were laid bare before one another. It was a perfect understanding.

Spidey laid her back onto the strangely comforting grass on the crest of the hill. He kissed her, lightly at first. She deepened it and their urges took it from there. He eventually broke their kisses to strike at her throat with further pecks of affection, which she gladly accepted. She strained her neck back to give him more of it to love. He eventually moved from it as well and caressed her breasts. Dawn couldn't even fathom the feelings she was having. It was too intense. It grew more so when he finally moved his mouth to them. She truly broke down then, screaming out in pleasure. He alternated between the two with his mouth, while his hand continued on the other. With his free hand, he moved down towards her womanhood and began to encircle it with his fingers.

She gasped loudly, quickly beginning to run out of air from the heavy breathing and constant gasps and squeals. His hand brushed over her clit, and she convulsed, letting out a shrill yell of pleasure. Spidey paused momentarily, pulling his head back and looking at her with concern; he was afraid he had hurt her. She saw this and pulled him back into a deep kiss to alleviate any doubts. His hand returned to that little bundle of nerves and he copied his prior act, sending her careening towards the heavens in bliss once again. He continued to tease her entrance with his hand, and though he only did it for minutes, the sensations made it seem like hours. At last she decided it was time.

"Spidey!" she gasped, trying to form a sentence. She failed, "Spidey- now! Please, I'm ready!"

Spidey's patience had begun to run low then as well, as he eagerly complied. He took a moment to admire form of her womanhood. It truly was divine. It was so beautiful, that he felt almost guilty for what he was about to do, as though his actions would somehow despoil her. But he remembered that she wanted it. He placed himself at her entrance, touching it gently with his throbbing head. He went to kiss her once more. He knew she was virgin still. And that meant one thing. He was deathly concerned for her. He didn't wish to hurt her. She saw the worry in his eyes and she whispered in his ear, in the best sentence she could form, "I know, I'll be fine. Please."

They kissed once more, and then he slowly parted the petals of her flower with his manhood. He entered her slowly and surely. It was not long before he encountered the barrier they both feared. She braced herself and nodded to him. He pushed past it and she did her best to hold her scream in. She was only partly successful. She let out a gurgled half-scream which nearly caused Spidey's heart to stop dead cold in his chest. More of her tears joined the rest that had come before, and Spidey dared not move for fear of hurting her further. She clenched her eyes shut for nearly a full minute before opening them slowly. She opened them to see her one love looking at her with a concerned face. His look softened as she began to smile again. She felt better. In fact, she felt good now.

She wrapped her legs around his waist, and pulled him the rest of the way herself. Spidey was shocked, not only her action, but by the feeling. It was indescribable. She felt so good around him as her inner walls wrapped around him so completely that not even an inch of him was without her velvet touch. There was no way any other event in his life was going to compare. She nodded to him, and he began to move.

He was wrong. Being buried in her depths was great. But moving inside her was even better. Standards were shattered time and time again as they moved together, as one united form. They couldn't stop. They wouldn't stop. It was meant to be. It was ecstasy. It was love.

"Faster," Dawn managed to squeak. Spidey could only obey as he accelerated. One of his hands held him aloft just enough to allow him to keep him from crushing her, while the other caressed her form; all the way from her hips, to her breasts, to her cheeks. His every touch was fire on her skin. It was driving her insane. And that was nothing compared to how she felt in her core. His every push, every withdrawal, and every throb stoked a flame deep within her; and it was growing by the second. Her cries grew more rapid, and more pronounced. He tried to stifle his own moans and gasps, but failed miserably. The experience drove them to new heights of sensation for all senses: The smell of one another's lust, the fiery brush of their skin against one another, the taste of their tender lips meeting, the sounds of their frantic breathing and unchecked moans, and the sight of the pure love in each other eyes as they locked. This was paradise to them.

They knew they were close. They knew it was inevitable. All the signs were there. Spidey just wanted to let it happen, and take her with him, but he needed to make sure. He had to ask.

"I'm close..." Spidey managed to gasp, "Do you want me to..."

She interrupted, each sentence punctuated by a deep, laboured breath, "Please! I want it all! I need it all! Please! I love you so much!"

That was all he needed to hear. He wanted to return the words, but her own reply set his body alight. But she saw the sentiment in his eyes. As they continued, the lovers met in their most powerful kiss yet.

He quickened his pace to levels he thought were impossible. She was driven up the wall and her back arched up towards him in reflex, as though she were offering more of herself to him. He continued to thrust forth until they could only barely tell there was a world around them. It was only them. The ground was just a force keeping them aloft. The wind was nothing next to their movements. The light of the moon was just gleam on each other's skin.

She felt it: The inevitable release. It poured from her inner depths and soaked her throughout, allowing Spidey to go even faster, even as her body clamped down on his member. That was enough. He erupted inside her. Years of pent up passion were let loose in seconds within the woman he so desperately loved. It took forever for it to cease and every jet caused just a little bit more pleasure for the already overwhelmed lover beneath him. Even as their carnal desires subsided, replaced by the innocent need to simply hold one another, they refused to detach. She felt simply wonderfully filled by him, and he felt like the absence of her surrounding him would leave him unable to feel good ever again.

They simply lay beside one another, wrapped in each other's arms on the warm summer grasses. They never wanted to leave this place. They never wanted to return to a world beyond this hilltop. And they wouldn't, at least not for that night. The summer breeze caressed them, and they felt no need to cover themselves. They were utterly content as they lay there. No cold, no regret, no guilt, no loneliness. It was the perfect night and the perfect union. Under the stars they continued to embrace one another, as though no force on Earth or beyond could rip them apart.

Before they departed from one another into the realm of sleep, Spidey, gazing into her eyes, spoke a few last words to her, "I'll never leave you again. I'm so sorry that I did once. Never again."

In the haze before his dreams, he managed to catch her reply, "I want to spend the rest of my life with you. I want to help you fulfill your dream."

He himself was unsure if he managed to say it before he drifted away, but he certainly tried, "It already has been."

With that, Spidey fell asleep, with Dawn only seconds behind. She relished the last words of the now unconscious Spidey. She managed one last glimpse of her beloved before she fell into her own dreams as well.

Spidey awoke on the grass the next morning. He felt rejuvenated in the light of the new sunrise. Before he managed to open his eyes, snapshots of the most wonderful dream he ever had flashed before him. It was all so vivid, almost as though he could still feel her next to him.

His eyes slowly cracked open and his blurred vision slowly came into focus. His heart was unable to decide whether or not to race, somersault or simply stop out of shock and relief. Spidey's first sight of the new day was the gleaming face of a contentedly sleeping Dawn, with whom he was still physically entangled.

It wasn't a dream...

She slept peacefully, her face the image of serenity. He was eternally grateful and hoped every morning would be like this from then on. Dawn, his true love, a woman who never ceased to amaze him with her ability to turn his sorrows to joys, and her steadfast commitment to both their goals: She was his happiness.

He didn't need to be a hero anymore to achieve what he found with her. He thought it was the only way. But he was wrong. He had finally discovered his real goal, his real dream. To be with her.

It was enough that he needed a moment to himself. He gingerly untangled himself from the pristine, sleeping Dawn and moved across the hilltop towards the eastern side. He grabbed his pants and underwear as he went and put them back on, but didn't bother with his shirt, it having been tossed aside and fallen further down the path leading back to the grounds. He stared at the coming of the new day. Even his sometimes slow mind couldn't help but realize the symbolism at work. It really was the dawn of a new day, and the dawn of a new part of his life; a life with Dawn.

But that wouldn't be the only thing to change for him in his new life. He contemplated how he needed to think as a hero from that moment on. He thought he had overcome the selfish desire to win at any cost long ago, but it appeared that small part of it remained, buried deeply, but brought to the surface at a time of stress and desperation. He just kept staring at the ocean, reflecting the shimmering light of the newly risen sun, trying to understand how to do that. That was when he felt a small touch on his shoulder.

For a moment, he almost panicked, but remembered that there was only one person it could be. Dawn had redressed herself, though he only processed it peripherally because his gaze was locked on her glowing face. He looked up to see her smiling visage gleaming in the golden light of the newborn day, but only had to crane his neck momentarily as she decided to sit right next to him and enjoy the sunrise right there with him. They put their arms around one another and she rested her head on his broad shoulder.

"You look like you're thinking about something," she quietly observed.

"Yeah," Spidey acknowledged, in just as low a voice.

"Knew it. Your forehead is all wrinkled, like you're having trouble figuring it out," Dawn teased, tapping his opposite shoulder playfully.

"You read me like a book..." Spidey answered distantly, looking out over the lights of the city, his mind still turning over and over.

"Wanna share?"

Spidey was quiet for a moment, and then he turned his head to her as she withdrew hers from his shoulder. His eyes darted momentarily to the ground, then back to her lovely blue eyes. He sighed and explained, "You said something to me yesterday when you were trying to comfort me in the locker room. Do you remember?"

Dawn tried to remember. Between their passionate session the night before and the traumatic emotional exchange in the locker room beforehand, coupled with the vivid memories of that last battle, she had trouble pinpointing precise events. She came up with a vague answer, "I said quite a bit to try and reach you. Which part exactly?"

He drew in a breath and began to lay it out for her, "You told me that I put my Pokémon and friends above all else, and that nothing made you love me more," he paused, gathering himself, and returned his gaze to the France yonder, "I wish that were true, but for a moment during the event on Lyoko, it wasn't."

Dawn's face shifted uncomfortably, and she prodded Spidey, "What do you mean?"

Spidey returned his gaze to her, and admitted dejectedly, "When we saw that video if we went back in time to save them from XANA killing them, we continue to stop him from killing us ever again. Besides, if XANA trys to kill my Pokèmon, trust me he's gone."

Dawn was taken aback by this admission. She knew Spidey as nothing but a saint when it came to his Pokémon or his friends and to hear him admitting this sounded utterly bizarre. But this cleared up many things for her. She knew Spidey didn't take losses terribly well, but yesterday was the absolute worst she had seen him. She attributed it to the stakes of the event, and most of all, to the promise he made to her. She realized that those probably only compounded his already massive guilt. Her face softened at the thought of Spidey's remorse and she put a hand to his face, just like she had yesterday in the locker room. His eyes involuntarily closed at the touch and his face seemed to relax visibly.

"Spidey, it was nothing more than a mistake. We all make them from time to time. We can't be perfect," Dawn began, but Spidey interrupted.

"You're perfect!" he said his eyes snapped open and he held her tightly, "And you deserve better..."

This sudden outburst shocked Dawn as he embraced her, and she could feel tear drops on the back of her shirt. Her arms encircled him in kind, and she rubbed his back to bring him some form of comfort. She told him, tenderly, "It's not about what I deserve, it's about what I want. And I want you. I showed you that last night."

"But you didn't know that I-,"

She interrupted him this time, her gentle voice wafting to his ears like a gentle breeze, "I'm not perfect. I'm far from it. We all make mistakes. Pikachu will forgive you. And for me, there is nothing to forgive. You are still the kindest, most generous, most caring person I know; to both Pokémon and people. One mistake will not undo the lifetime of heroics and good deeds you have performed. One act of selfishness that lasted less than a second will not make you a terrible person."

She ended the hug and took his hand in both her hands, "We are both human, and I love you, flaws and all!"

Tears still fell from the face of dark brown-haired hero. His face was twitching with conflicting emotions until at last his face closed to hers and the shared a long, wonderful kiss. It was like the other ones they had both shared to comfort him in his guilt: clean, soft, tender, and almost chaste.

After he opened his eyes, he looked longingly into hers. They both wore small, reassuring smiles and then gave a small laugh. Spidey punctuated his by returning her words yet again, "I love you too."

He stood up, and pulled her up with him. He held her in his arms and looked towards the sun which now sat just a little higher on the horizon since he last saw it. Its shimmering wake on the waves glistened and he was struck by inspiration. He held Dawn closely, put the side of his head to hers and both gazed outwards to the ocean.

"I've figured it out," Spidey announced confidently.

"Huh?"

"I know how to keep it from happening ever again," Spidey spoke softly.

"The mistake?" she inquired.

"Yes."

"How?"

"Ever since I could even remember, the idea of becoming a Ultimate Hero has brought me unthinkable happiness. It was what kept me going. It was the ultimate goal, being so naive; I thought it was the only way to get that kind of happiness." Spidey explained, his voice growing distant.

"And?"

Spidey continued his explanation, his voice thick with emotion, "I've already found it. With you. I don't think I even realized it until last night, but you make me unbelievably happy. It's same feeling I envisioned having when I became a Ultimate Hero. But I'm not one."

Dawn's eyes grew wide and she looked at him, "No! Don't tell me you're giving up your dream for me!"

Spidey chuckled, "You are my dream, Dawn... but no, I'm not giving up."

Dawn's expression of panic passed, but was replaced by bewilderment, "I... don't understand."

"It's exactly what we talked about," Spidey revealed to her, turning his gaze back to her lovely face, "You said I care about my Pokémon like no one else. When I agreed to take each and every one of them with me on my journey, they had the expectation I would come through for them on my goal. It became their goal. It wasn't just about _me_ becoming a master; each of them would become one too. Each the best of its kind, unmatched in the world by its kin. I made that promise every time I caught or persuaded one to come with me. And I keep my promises. It's not just about me. It never was."

Dawn was surprised again by Spidey's sense of honour, but more by this strange turn of logic he came up with. And yet, as she reviewed it in her mind, this was undoubtedly an 'Spidey' thing to do. She could see it in his eyes. It truly, wasn't for him anymore; it was for his friends and companions.

"If it's about them, then I won't be tempted to do something like that ever again. What would their victory be, if they weren't there to celebrate it," Spidey finished.

Dawn looked up to the taller man in wonder, keen on discovering how in eight years, that the boy she traveled with grew into this sagely, rugged man. Yet, she remembered, that when it came to morals and ideals, he had always been miles ahead of most people.

"Spidey, you have no idea how beautiful the words you have just said to me are. You just never stop amazing me," Dawn praised, put her head back on his as they resumed viewing the rising sun.

"And that is how I feel about you every day Dawn. Until yesterday, I was just too shy to say it."

They kissed again, a bit more passionately than the one a few minutes prior, but nothing too involved. When their lips parted, they walked hand in hand to gather the rest of their belongings. After fully redressing themselves, they strode down the hill in much more leisurely manner than how they had ascended. Spidey restrained himself from making a mad dash to the school.

"That would be great, thank you," Spidey agreed, trying to hide his somber feelings at not being able to at least be close to his two buddies. Dawn gripped his hand tightly to reassure him, and they shared a glance. This did not go unnoticed by a guy, whose smile returned on seeing to two clearly in love.

After checking on the skys, Dawn prompted Spidey, "She'll be ok, let's go so that she doesn't feel too under pressure by having us watch her all day."

Spidey nodded and they left, still linked at their hands just as they had when they entered. They walked out onto the promenade linking the school and the droms residences, now quite a bit less busy since the finals that had concluded the day before. The class had taken place immediately after, but they had missed it. But neither cared. They walked together through the grounds, simply for the sake of walking. It was a comfort to have her by his side. If this were years ago, he would have fled to try and be alone, and might've taken far longer to recover from such a devastating loss as he experienced. But she saved him. She held on tightly to him and helped alleviate the guilt. It was still there, a small blemish on his mind and in his heart, but it didn't consume him as it could have.

After the night prior, even with the events of that last event, he couldn't help but be grateful for the hand fate had played him. Hoping for Aelita to be all right, Spidey was quickly doing the same, and Dawn had found a way into his heart.

As they walked down the cobbled path towards the Kadic school, Spidey couldn't help but look at Dawn, glimmering in the morning sunlight, her effervescent blue hair flowing in the wind, her peach skin glowing, her deep oceanic eyes shimmering, her small but reassuring smile lighting his world; it was so hard to keep his eyes away from her.

I don't care what she says; she's human, but she's perfect. Dawn, my love... My Northern Light.

Then suddenly, the morning goes fast as it went night again.


	6. Chapter 6

Chapter 3

Spidey and Dawn were surprised to find Aelita in the room they shared. She lay on the bed that the four bed, clutching some items to her chest. Upon further inspection, she was holding an old pair of Jeremy's glasses in her hand, Jeremy's pillow from his was squished in her left arm, and lastly a sweatshirt Yumi forgot in Aelita's room several days ago under her right. Her exhausted eyes were puffy and red but she attempted to smother them into Ulrich's sheets that she got from and she was buried under. A little lump under the covers by her feet told Spidey and Dawn that Kiwi was trying to comfort the girl. Along with Toothless who was laying down next to her on the ground, full size.

He only took a moment to give their princess a sad, knowing look before making their way to closet to rummage around for any clothes that were usually needed for sleep and bandages.

Aelita watched her friends with interest, seeing a bit of blood drip off his fingertips after he punched a solid metal wall before coming back here with Dawn. She wanted to tend to the wounds, make sure her last first friend wouldn't leave her if he spontaneously died from his injuries. Aelita's heart truly thumped to do it, but her body wouldn't respond. It wanted to lie, folded into the sheets of her big brother friend, where her feet took her after Yolanda grudgingly let her leave with Pikachu.

The only thing her mouth managed to say was, "Delmas wants to speak with us tomorrow morning."

He let the hypnotic movement of Dawn wrapping his bandages on his hands after she removed the gloves take his mind. They had heard her, and their brains processed it, but was too drained to respond.

Spidey turned, flicked the light off and he and Dawn got into beds, not minding the blood still on his palms, or they were still fully clothed. Neither cared that they skipped lunch and dinner, the later still in session. Neither cared that she was obliviously going to be sleeping in there.

"Aelita?"

The girl in question hummed in response.

Spidey stuttered, "What h-happened. To them-their b-bodies?"

Aelita swallowed quickly, simultaneously trying to remember what the possibilities would be as well as not thinking of anything too painful.

"W-well, they could be exactly where they w-were when i-it happened," she said meekly. "The one that we know couldn't have happened is their b-bodies going back in time as well. Or the last chance is that their b-bodies were lost in the v-void of time...to put it simply they are n-nonexistent."

He and Dawn and the rest of the gang didn't say anything, hearing the girl's voice begin to break by the end.

That night all of the warriors stared at the darkened ceiling for hours, not daring to speak any further in case the other had managed to catch a few blissful moments of rest. Spidey, Dawn, and the gang pretended they didn't hear the princess' cries in the night. They already felt bad enough for themselves.

"You can probably imagine why I've wanted to talk to you since yesterday," said the principal after ushering the three near-dead teens into his office early the next morning along with their little gang. He looked worn.

Mr. Delmas looked between the three before looking at the clock on the wall. Neither of the three said anything, or even gave an indication they heard the headmaster.

He cleared his throat, and decided to start gently. "Yesterday morning, Mr. and Mrs. Ishiyama called and asked if I had seen their daughter, who was not in her room, and had left all her belongings at home. Mr. Della Robbia, Mr. Stern, and Mr. Belpois have also not been seen since last night, and all four have skipped their classes," he seemed to be getting more frustrated by the word. "Next, we find the three of you passed out in Mr. Belpois' room- I'm sure you can imagine our concern."

As they were given the run down of the situation, Spidey, Dawn, and Aelita listened intently. Then they realized- they hadn't come up with an excuse.

Aelita contemplated telling him everything- the supercomputer, the return to the past program, who she really was. Had things gotten too far? Saving the world and no one being able to remember it was one thing, but four people dying was a whole other matter. But Blade Wolf had other ideas.

"It was a dare," the cyborg wolf said before Aelita could confess anything. She looked at her cyborg companion, along with everyone else, confused.

Wolf continued. "Odd wanted to sneak out to the woods last night. He called Yumi and Ulrich and they agreed apparently. It was whoever lasted the longest out there. He asked us but we refused."

Tom took a shaky breath and swallowed hard as he continued for Blade Wolf.

"Odd...-he left all his stuff. Said it would make the experience 'more realistic' to not have his...phone- or shoes. He said that he would try and get Jeremy and Aelita to do it with him." Tom's hands shook slightly. Lying had never been this hard before before. He felt as if he would physically ill in seconds even he's a cat. "I suppose Aelita decided not to go with them."

Mr. Delmas didn't look like he believed the Tom cat. The older man eyed Tom over his glasses, his eyebrows creased in thought before he caught sight of the clock.

"So you're saying our own Jeremy Belpois, Ulrich Stern, and Yumi Ishiyama decided to see how long they could last in the woods?" The teens and the gang nodded in unison. "Mr. Della Robbia I believe would do that, but the unlikeliness of my star pupil and close runner up is staggering. Plus, I believe you three and the rest more than Thomas has shared, based the condition you three have been in for the last day."

Spidey scoffed, sudden anger. He leaned back in the chair and crossed his arms. Aelita to hide away from the conflict.

"That's the only story you'll get out of us, so you'd better believe it."

A vein throbbed in Mr. Delmas' forehead as he attempted to ignore Spidey's tone. "You children and the rest must understand. In minutes your friends will have been missing for 24 hours. By then they can and will be legally missing. Don't you want to lend a hand in hopes of finding your friends?" the headmaster reasoned, working the guilt angle.

All of the Lyoko warrior's bodies tensed. That wasn't an option. They couldn't find their friends. It was either impossible or unexplainable.

Suddenly, Aelita begun to sob into her hands. Her cries turned into hyperventilating pants soon enough as everyone in the room were stunned at the turn of events. She threw her arms around Spidey crying into his chest dramatically. He began rubbing her back, but was still somewhat confused.

"We- we just w-want our friends found!" the girl cried out and buried her face into her companion.

"Ah- my apologies Ms. Stones. I was too harsh," Mr. Delmas stuttered. "That's is all I need I believe. You and the rest can leave now. I suggest you take Ms. Stones to the infirmary or her dorm to calm down. Thank you for all your help." The principal seemed uncomfortable and frazzled with the girl in his office and quickly shooed them out.

Spidey held onto the weeping girl as they exited the main building, attempting to counsel her. As soon as they were out of earshot of any adults however, Aelita pulled out of his arms and sniffed her nose, erasing any evidence that she had been crying moments before.

"Wha- how?" Dojo sitting on Spidey's right shoulder was amazed at the turn of events.

"It's acting. We needed to get out of there without any more questions asked," she replied as if it were the simplest thing to understand. "Now come on, Unfortunately, we need to check the woods before the police get there first."

The remaining Lyoko warrior's hearts throbbed in their chests as they searched through the forest for their oriental friend and samurai's bodies. If everyone thought they were going to be sick lying to the principal, they didn't know what they were talking about before, because now they literally felt the vomit trying to rise in their throats. What would they even do with them if they found them? Make it looke like an accident? Move Jeremy and Odd's bodies nearby? Spidey and the rest needed to stop thinking about this before they passed out for the second time in two days. Dawn was trying to comfort her boyfriend any way she can, feeling the same thing in her mind.

Aelita wasn't doing much better, but most of her hoped not to find Yumi or Ulrich, because then they wouldn't arrive at the factory and see... - the others. Everyone kept their ears open, spider sense, eyes, super hearing listening for any footsteps or police sirens. For nearly fifteen minutes they looked everywhere in the woods before police alarms could be heard quickly approaching from the street. Delmas had called.

Spidey and the rest shared a panicked look. Thankfully the sewer passage was very close, and they took refuge, Spidey, Dawn, and Aelita racing on their scooter and skateboards as everyone else followed on foot, respectfully, to the factory, to find the answer to their problem.

The elevator hummed with their hearts as it came to life; sliding open to reveal Spidey, Pikachu, Beautifly, Blade Wolf, Riley, Krypto, Tom, Jerry, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Shoeshine, Toothless, Drago, Skyress, Dojo, Dawn, Piplup, and Aelita that Odd wasn't on it. Aelita sank to her knees in relief and let out a sigh, splaying her fingers against the dirty factory floor. Spidey and the gang did feel relieved in a sense, but it was short lived.

"In the video," Agumon began, "Jeremy was typing something."

She looked up at him from her kness with a questioning gaze. "...Yes?"

"Did you know what he was typing?"

Aelita turned her head away from them, considering. Spidey hesitated, wondering if Agumon should take back the question. The yearning in his chest was begging him to find the girl and boy he had a friendship for so long, just to make sure... it happened.

"I didn't recognize most of the programs he was using actually," Aelita's eyes were glazed over in thought.

"Doesn't it," Reneamon's voice broke her out of her trance, "seem more likely- not that I put much thought into this- that their bodies would be... here still?"

She mulled it over for a second before Reneamon impatiently snapped, "Well?"

Aelita cringed at the harshness but silently forgave her. She knew how Reneamon got after a fight with Yumi. Losing her had to be hundreds of times more painful, they were best of friends.

"Reneamon, I really don't know the chance of the possibilities, but if their bodies aren't here then-" she was cut off by Reneamon letting out a snarl and swinging, hitting the closet factory pillar with her hand. The fox Digimon was desperate to see Yumi again.

Aelita flinched again at one of her companion. She thought for a second that even though Reneamon's thoughts were a little misguided, Agumon however did have a good idea. The programs Jeremy typed had to have done something; otherwise he wouldn't have used his last moments alive to put them in.

"-but we can go look and see what he did," she finished as if she hadn't been interrupted.

Reneamon's face was set into a frown, and she didn't meet her compassionate eyes, but nodded after a moment. They took the elevator down, uncomfortable with the small area after watching the video. When the doors opened to the computer room, Aelita hesitated. She imagined Jeremy sitting at the chair, typing away, hearing the elevator, and beaming over the monitor when he saw it was her. Then the image changed, Jeremy on the floor, at the feet of the cop, blood draining out of his lifeless body.

Spidey and Dawn grabbed her shoulders to regain her attention, and ignored her eyes becoming misty while steering her to the keyboard.

She shakily got into the seat, careful not to look at the floor beneath her. She attempted to bring up some programs, but a red exclamation point flashed, denying her access. Spidey and Dawn hover over her shoulders in hopes of understanding what she was doing.

"Well? What's it doing?" Reneamon asked impatiently.

Aelita tried to think, ignoring Reneamon for the time being. Jeremy must have had some sort of plan, he must have known that they would need to access to the computer again. Aelita's mind whirled with thoughts, codes and conversations that might clue her in. Suddenly, a thought struck her. What if it wasn't as complex as she was thinking?

Despite not being on the proper page to run the program, she entered the code 'SCIPIO' into the interface. Immediately the red exclamation point disappeared and the computer returned to normal.

Spidey and everyone else except for Blade Wolf shared a wide smile, Reneamon smirk, then later even laughing a little bit.

For nearly an hour Aelita rummage through the supercomputer. The data for the programs he used were guarded, and were going to take some work to get into. Shortly after she had found them and begun hacking them, Spidey and Dawn had wandered away from her shoulders. Aelita glanced up from her work after nearly four hours and rubbed her eyes from the glare of the screen.

She looked over- next to the elevator Spidey sat, his mouth open slightly and head drooping as he was sleeping with Dawn leaning on his shoulder with her head on it, the gang were sleep. Aelita smiled warmly at the other Lyoko Warriors, before returning back to work at decoding the names of the programs Jeremy had used.

After seeing Spidey last night when she was heading to dinner, Sissy had heard the rumors. The girl had already noticed that Odd and Jeremy were missing, since they didn't come to class, and Yolanda had already confirmed for her that Aelita, Dawn weren't missing, plus seeing Spidey assured her that Sissy needn't worry about him being gone. After an interrogation with William this morning, she had found out that Yumi and Ulrich were missing as well.

The rumors ranged from the group pissing off someone of power and being kidnapped, to Yumi not being able to decide who to date until with Ulrich, Jeremy or Odd, and ended up running away with both. Sissy believed neither. She always saw them sneak off and disappear for hours, and this was not the first time, even for Jeremy, that the group had skipped a class. So something big was definitely up for all of them to miss two days' worth of classes, and only Spidey, Dawn, and their gang and Aelita to be spotted in that time. Not to mention how screwed up both of them seemed to be, and the cops that were crawling around all day.

"Sissy! My dear!" Mr. Delmas exclaimed as his daughter roughly opened the door to his office.

"I need answers," the girl said bluntly. "Where are Odd, Yumi, Ulrich, and Jeremy?" She closed the door in the secretaries', who tried to stop her from coming in.

Her father nervously swallowed, setting down the papers he was furiously scribbling on moments ago. "Sissy, I don't think as a professional, I should share that information, even if you are my-"

"Four of my classmates are missing, rumors are going around like crazy, and you expect me to leave here without knowing the truth as to what happened to them?" Sissy interrupted harshly. Her father gave her a kinder look of pity, before nodding slightly. He always gave into his only child.

"Well," the principal cleared his throat. "I suppose a few details would be okay, just so that any rumors can go away, as to not upset Mr. Parker, Ms. Berlitz, and Ms. Stones."

The girl crossed her arms expectantly.

"Yes, well, your classmates went into the woods last night- a dare that Mr. Della Robbia came up with- and they never returned. From what we know, there are no dangers about, so the chances of finding them unharmed are very likely, but the police told me this afternoon that the entirety of the woods on campus have been searched thoroughly but haven't found any of the children- let alone a clue as to their whereabouts." The stress on his face was easy to see.

Feeling content with the information she had got out of him, and maybe a little compassion, she hesitated a moment then mumbled, "Thank you."

Sissy walked to the cafeteria quickly. In truth she didn't care about the rumors or putting them to rest. All she wanted was fact. Now that she had it, it made the situation of four students in Kadic, the safest place she could think of, disappearing so much scarier. No traces. A not-quite-believable story. Beyond heartbroken friends.

The last thought struck her so hard she stopped walking just outside the cafeteria doors. Spidey looking like was literally to killing with his hands in despair. Yolanda said they were three them in the nurses office from shock. Sissy was absolutely certain they knew something.

In line for dinner, she worked up the nerve to ask the lunch lady, "When is the last time Odd and his friends got something?" Hervé, who stood next to her in line, adjusted his glasses and gave her a confused look.

The adult was surprised. She thought back before confessing, "I haven't seen Odd in here since Monday! But his guy friend- oh what's his name, and the girl- the younger one. And the dark blue haired one. They came in here… what was it? Tuesday morning?" She mulled it over before nodding to go with her statement.

Sissy didn't even think about what she did next.

Spidey, Dawn, Pikachu, Beautifly, Blade Wolf, Riley, Krypto, Tom, Jerry, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Shoeshine, Toothless, Drago, Skyress, Dojo, Piplup, and Aelita came back after dinner was already done, all of them downcast from not yet being able to hack the files. Aelita walked a little ahead of her friends, more in a rush to get to her Einstein's glasses. She came to a stop when something blocked her path to Spidey and Dawn's dorm room though.

The boy and girl, not paying attention, ran into the girl. They let out an irritated huff and tried to go around her when they glanced over her head and first caught sight of the sticky notes that were all over their door, stating that police, the Ishiyamas, the Sterns, and the Belpois'(by phone) were looking to have a word with them. Then Riley looked down.

On the floor directly in front of the room were two trays, piled up with all sorts of foods that were served for dinner that night, complete with desserts. Both trays were wrapped up tightly and it was easy to tell they were still warm.

"Who…?" Spidey started.

Aelita looked up and down the hallway, contemplating. She leaned down by the food to find a note that just had written on it in loopy writing, 'Remember to eat something'.

The princess smiled warmly at the kindness of the unknown person that was looking out for them.


	7. Chapter 7

Chapter 4

Spidey saw Yumi and Ulrich. They were smiling at him. Odd stood next to them with a thumbs up and laughed at Spidey. Jeremy stood on the other side of her gave a slight grin and pushed up his glasses. They all looked content, happy even.

"You're doing great, Spidey," Ulrich and Yumi said together.

Odd nodded. "Don't worry about us, we're doing awesome!"

Their words lifted him, he felt proud. Everyone he looked was white, the color of good and innocent, while his friends were right in front of him, complimenting Spidey. Their words were repetitive and sounded nothing like how they would talk, but it was nice.

"I'm here to help," Spidey claimed.

Suddenly, Jeremy frowned. He looked behind Spidey sadly. The picture was turning gray. Odd no longer held his shoulders, Ulrich's smile turn into a frown, and Yumi's beautiful smile vanished. Curiously, Spidey turned to find the last member of their group.

Aelita was facing away from them all, curled into a ball. She was letting out loud sobs that Spidey was surprised he didn't hear earlier. Every cry she gave out made things darker, until there was blackness surrounding all of them. Pressure on Spidey's shoulder caused him to turn his head.

Yumi was there. She spoke softly, a whisper that Spidey nearly couldn't make out, "She's the one that needs your help. There's nothing you can do for us."

Jeremy was over his shoulder. "She's the one in danger. You're the one that can help."

Spidey didn't want to nod. He wanted to argue and kick up a fuss that Odd, Ulrich, Yumi, and Jeremy were the friends that needed the help. But his Bit Beast didn't agree.

He looked from Yumi and Ulrich- no, I didn't want to do that. Spidey stride towards the girl- no, wait, take me back to my other friends. The more he walked towards Aelita the further away she became- that's okay let's go back to our other friends in the white light.

No matter how much Spidey fought with his Bit Beast, his feet carried him to Aelita.

Spidey didn't know how he had managed to sleep. Mostly likely from a stomach full of food Aelita and Dawn forcibly made him eat, and the exhaustion of only having a small nap in the span of 48 hours. What Spidey was sure of was what woke him up as his girlfriend slept on her bed.

He sat up in bed and his gaze went to Aelita, who was curled into a ball, clutching the same objects as last night. Her eyes were wide open and puffy from what Spidey could make out. Meaning while he and Dawn were sleeping away she had been here crying. That would be the third time Spidey did nothing while the only friend they had now broken down- she felt so upset that tears ran down her cheeks.

Both of them just stared at each other; the girl surprised to see him sit up so suddenly. Spidey watched as her fingers still shake from the effort of holding in her sobs. He felt so ashamed. She was most likely holding in her cries as to not disturb him or Dawn or the gang.

Before Aelita knew what was happening, the young man got up out of his own bed, and pushed her on the bed she was on until her back was against the wall.

"Wha-...!" she sputtered in surprise. Spidey lifted Ulrich's sheets that she was under, and to her amazement, climbed into the bed with her. Her wide eyes never left his face, as if it would clue her into what he was doing.

Spidey ignored her stare, grabbed the extra pillow by their feet and set it next to the one Aelita was using, laying down parallel to her. Then he pulled her close to his chest, mindful of the fact that she was still puzzled out her mind.

The princess' body was as stiff as a board from the turn of events, as she was now tucked into Spidey's chest, in the four bed, at two in the morning.

Their breathing was the only thing that could be heard, besides Kiwi, that readjusted in the bed. Had it been daylight or the both of them wide awake, this could have even been awkward. Spidey thought of his lingering dream, and clutched the girl closer, murmuring, "You can cry."

She processed it for a moment, before it all came crashing down on her. Jeremy, the person that turned on the supercomputer, freed her from it, found her father, and past, and was the only person she even considered having a crush on was dead. Yumi, her only female friend in the world, the only one that was patient, and would listen to her silly problems when they should have been common knowledge at her age. Dead. Ulrich, the samurai, acted like a big brother to her, protect most of the times when no one she can't turn to, dead. Odd, the only one that could make her laugh when she was down from someone teasing her, who always made up lie after lie to ensure no one found out whom she truly was, he was dead. All dead.

She clutched Spidey's tank top in her fists, bringing herself as close as possible to his comforting embrace, and making sure all of her precious possessions were still against her chest, let it all out.

Dawn was watching this as she watched Spidey comforted Aelita. She smile, her boyfriend knowing how to cheer up someone when they felt down in the dumps, especially their friends were dead.

Spidey let the harsh school shower water rush onto his body while thinking of what happened earlier that morning.

To his surprise, he had woken up with Aelita curled in his arms, the both of them having fallen in the fourth bed. As to not make it uncomfortable for her when she woke up, Spidey immediately left for the showers.

He stood in the shower contemplating if he had actually fled for selfish reasons. Perhaps he was seeking to make up for not comforting her earlier in order not to have strange dreams like that. To a degree, Spidey knew that he helped Aelita last night. But now he didn't know if he had done the right thing last night.

Not to mention the ache of loneliness in his chest when he realized he couldn't holler his question over to Odd or Ulrich.

Spidey was lost in thought scrubbing his body, but was brought back to Earth by his spider sense as a loud clicking noise. There was only one thing that made that noise.

The young man whipped around to see Hiroki, Yumi's younger brother, fully clothed and holding a Polaroid camera up to his face.

"What are you doing?!" Spidey demanded loudly. The younger boy just giggled, waved the camera in the air, and booked it out of the shower room. The teen grabbed his towel, tied it around his waist, triple checked it wouldn't fall off, and sprinted after the boy. Spidey only hesitated to follow the kid when he saw him dash out of the boys bathroom altogether, but nonetheless followed.

"Hiroki you give that to me right this second!" Spidey yelled, cheeks starting to blend red from embarrassment as a few on-lookers made strange faces.

"You have to catch me to get this picture!" taunted Hiroki. The Lyoko warrior wondered what had gotten into the boy that usually used respectful mannerisms around the teen.

Thankfully, when Hiroki got to the steps, he didn't start running through the girls corridor, and instead continued going down the stairs until he made it to the bottom floor.

Spidey had finally caught up to the younger boy just outside of the dorm. He yanked Hiroki's arm, nearly causing the boy to drop the camera. Spidey gave Hiroki a stern look, holding out his other palm for the camera.

"I'll only give this to you," Hiroki began, suddenly serious, "if you tell me where my sister is."

Spidey's arm dropped. Hiroki immediately backed a few feet away, out of arms reached. The younger boy glared at the older one for an answer.

What was Spidey supposed to tell him? 'Sorry your sisters actually dead and her body will never be found so don't keep your hopes up kid'? For nearly three minutes both boys stared at each other, neither saying anything to the other.

Hiroki gave Spidey a disgusted look, as if he had seen him for what he truly was, before turning and running to no doubt Milly and Tamiya were. Spidey let him go without a word. He needed to get some clothes on.

Aelita joined Spidey and Dawn at their table when there was just ten minutes of breakfast left. The teen was playing with the eggs that he grabbed but didn't bother to eat when she sat, glancing up slightly before his eyes drifted back to the eggs. Dawn knew what happened and about to after Spidey told her. Along with the gang they were under the table except for Reneamon who was on the rafters above them.

"Morning," she said lightly, though her voice was a little off from the intense crying late last night.

"Promise me you won't pick up a newspaper," was what Dawn replied.

Aelita's response was cut off by the cafeteria door opening loudly, and two younger girls in eighth grade shouting, "Extra! Extra!" Spidey's head made a loud thump as his head hit the table next to his tray in despair, complete with him putting his arms over his head, as if to shield himself. "See Spidey Parker like never before! Keep this one under your pillow because this is a once in a lifetime opportunity!" exclaimed Milly.

The girls made their way to every table, asking mostly the girls if they would want a paper. Aelita raised her eyebrows at Spidey's dramatic expression and what the girls were saying. When Milly and Tamiya had made it to Aelita, they gave the older girl a big smile. People that had papers in their hands were giggling and looking at Spidey in a way Aelita didn't understand.

"Aelita! Here, have a paper, no charge," said Milly with a big smile and slightly red cheeks.

Even though the papers didn't cost anything anyway, the girl mumbled a 'thank you' and was just reaching for the one outstretched for her to take when Spidey snapped up. He startled the younger girls, who didn't even realize he was sitting there.

Spidey snatched the paper meant for Aelita, stuck it under his arm, and grabbed Aelita's wrist. Dawn followed him and the gang also. He roughly pushed them outside, away from the commotion of people that were reacting to whatever was in the paper. As soon as they were by themselves outside of the cafeteria, he let go of her.

"Spidey! Hey wait, it can't be that bad," Aelita reasoned, rubbing her wrist slightly from his strength.

Anxiously, he ran his fingers through his already slicked back hair after he took off his hat and put it back on. Spidey had just opened his mouth to respond when there was a different voice.

"Excuse me," the teens turned to the newly approached men. "Would you two know where we could find the students Spidey Parker, Dawn Berlitz, and Aelita Stones?" The three Lyoko warriors lost their breath along with the gang except for Blade Wolf.

There were two men and they were obviously policemen, from their uniforms. But what really left them speechless was the fact that the second one, who hadn't spoken to them, was the one from the video. He calmly stood there, analyzing the teens behind his partner.

"That would be us," Spidey gritted out with eerie calmness.

The officers exchanged glances. The one that both of them had their eyes on began speaking.

"We've been looking for you three," the officer said. Aelita and Spidey and Dawn cringed at his voice, despite the friendliness. Aelita moved closer to the boy and the girl she was with, her heart beginning to pound. Subconsciously, she grabbed onto the back of his backpack lightly. "We couldn't find you three yesterday, but I guess we got lucky today, eh?" the officer finished with a laugh and scratched behind his head.

Spidey, Dawn, the gang, and Aelita just continued to stare at the officer.

He cleared his throat. "Yes, well my name is Officer LaFevre, and my partner and I would like to ask the three of you a few questions about your missing friends."

Although the questions were simple and it got them out of classes for the day, Aelita had wished she hadn't of gone through it. She was in there for nearly two hours by herself. Both officers were kind and spoke nicely, but just being near the one that shot Jeremy and her friends, Officer LaFevre, fried her brain. Aelita's hands wouldn't stop shaking the entirety of the session, and she would only respond to the other's questions. If she tried to talk to the other one, it would come out as a choke, before she finally decided to avoid his presence altogether.

They had let Spidey, Dawn, the gang, and her go to lunch together, where Dawn and Spidey had come up with an idea to sneak past the police and head to the factory for the rest of the day to calm down in Aelita's case, and avoid it all for Spidey and Dawn and the gang. But before either of them could think about eating a little more than they had the past few days, the men had come to collect them, probably guessing their course of action to ditch.

Now Aelita sat by herself in the forgotten computer room in the back of the Math building. They told her to stay there until they were done with her friend; much like Spidey and Dawn had to do when she was in there.

She wanted there to be someone there. She wanted Spidey and Dawn or everyone there. The last thing she wanted to do was be by herself. The questions were haunting her. A few of them were repeated, and they just so happened to be the scariest.

'_Do you know where your friends are?' 'No.'_ Yes.

'_Do you know what might have happened to them?' 'No.'_ Yes.

'_Is there anyone you suspect of hurting or taking them?' 'No.'_ Yes.

'_What was the last thing you remember them saying to you?' 'I don't know'_

That last one was the truth though. She hadn't talked to Yumi for a number of days beforehand because of how busy they were individually. Odd hadn't said anything directly for her to hear recently that she could remember- most of his time put into talking was dedicated to speaking to the group as a whole and trying to get them to laugh. The last time she had personally talked to Jeremy was the night before the attack and they were working on a program. Ulrich, pretty much nothing.

Seeing the computers surrounding her in this room, and still fresh from being asked all those questions was causing her mind to go through an inner turmoil. One second she saw all the computers, the next, Jeremy grabbing her hand with a smile. Computers, Yumi hugging Aelita. Computers, seeing Jeremy for the first time. Computers, computers, Odd defending her from bullies. Computers, Jeremy. Computers, Computers. Yumi, Ulrich, Odd. Computers.

"Agh!" Aelita grabbed her ears and squeezed her eyes shut, backing away in the corner, attempting to get away from the computers. Tears slid down her cheeks. How long had she been in this room? Why was she over reacting like this? Was she having a panic attack? These visions were worse than when she was remembering the men in black after being materialized by Jeremy.

"Hey- Are you okay-? Wha-!" The suddenness of someone else walking into the room and seeing her spooked her out of the state she was in just enough to look up from the corner.

The person was no longer in sight, having tripped and fallen on the floor, with the computer desks blocking her view.

"Ah… ouch. No blood? Lucky!" the slightly nasally voice said from the other side of the room. The person popped his head up, to reveal that it was Hervé making a scene.

The girl stared right at him as he dusted himself off, and stumbled to her, going around the desks and computers. It was as if she was watching everything fast forward. In seconds he was next to her, with a hand on her knee.

Hervé leaned down by her with concerned eyes, asking, "Are you hurt? Should I get Yolanda?"

Immediately, Aelita's head shook sharply, and she squeaked a 'no'.

Right then, Guilmon and Spidey moodily walked into the room. "Aelita?" he called. Then he saw her clutching herself on the floor, tears still moist on her cheeks, and Hervé standing way to close to his last friend of the group.

The brain, realizing the predicament, nervously put his hands up in a sort of terrified surrender as Guilmon and Spidey angrily stalked up to him.

"It's n-not!- I found h-her like- please don't hurt me, Parker!" the boy whimpered.

Just as Spidey got a tight hold on the front of the smarter teens flannel, Aelita called out, "Stop, Spidey! He was just concerned."

Her companions nonetheless stared the other teen down, the hold on Herb's front tightening for a moment before he released him altogether from his grasp. Herb made a grunt as he was roughly dropped onto the floor and he rubbed his neck from the thought of almost dying.

Spidey and Guilmon quickly huddled to Aelita, softly wiping the tears away from the pinkette's face.

"Are you okay? How long have you been like this?"

Aelita held onto Spidey's forearms for comfort, like she was anchoring herself to the real world instead of her unwanted memories. She nodded to his first question and answered, "I-I don't know. It felt like a long time, though."

Spidey considered that before hugging her to his chest and mumbling soothing words while she rubbed her eyes in an attempt to get rid of the thoughts and tears.

Hervé looked at the three and couldn't decide if they looked like an awfully close pair of siblings, the best of friends, or lovers. Instead of making himself uncomfortable by trying to figure it out, he did his best to slip away from the trio without being seen, in fear of Guilmon's wrath.

Aelita caught sight of Hervé as he opened the door, and she quickly stammered, "T-Thank you, Herb."

The teen didn't respond, but ducked his head and closed the door behind himself. And he was hoping for a peaceful time on the computer.

They lay in their separate beds that night, Spidey in his own, Dawn lay in her own, the gang on their bed, and Aelita in the fourth bed's once again. It was just eight at night, and they could hear the sound of classmates walking and conversing out in the hallway. The light in the room was still on, they were in their sleeping clothes, except for Riley and the others and neither of the teens was under the covers yet, but they weren't talking either. It was somewhat of a comfortable silence.

Spidey thought about his questioning. It was uncomfortable to say the least, especially because of a certain officer. He quickly lost his temper with the police and stopped talking to both when they would ask the same questions over and over again. Spidey could tell by the agitated looks on their faces that they weren't of any help to the search.

Aelita, meanwhile, studied the room with Kiwi happily being pet beside her. She really did not want to be sucked back into any thoughts that would make her upset. All the times she'd been in here, she had never noticed the boy and girl's taste. Dawn's side of the room had a lot of pink and blue, a mirror and her makeup, and clothes in the closet. Spidey's side was made up of fighting posters, and plain colors like blue. His side was also much cleaner. Something caught her eye that was underneath Spidey's bed though, that stuck out and ruined the completely clean image.

Curiously, Aelita stood up and grabbed the item, to find that it was the newspaper from earlier. The girl's eyebrows rose in surprise. She had assumed he had thrown this away earlier, after stuffing it in his bag while they were walked to the Math building by the officers.

Spidey noticed in his peripheral vision Aelita get up and sit on the floor next to his bed, grabbing something underneath it. To his horror, what she had grabbed was the newspaper he had stuffed under there while Aelita had went to her room to change. Dawn got curious and went to Aelita.

The pinkette unfolded it to show the cover, which had on it an almost full picture of Spidey's naked back as he showered. Thankfully there was a half wall which covered anything below his hips, that would make this already mildly inappropriate photo completely out of the question to post in a school's paper.

Spidey covered his eyes with his hat and groaned while still lying on his bed, not bothering to attempt to stop her since she already saw it.

Aelita's cheeks flamed red at the picture, along with Dawn and she could see why there were a lot of reactions in the cafeteria. His back was awfully toned, and his head was dipped back, with his hair slicked back and eyes closed in thought. Not to mention the water dripping- Aelita quickly flipped the picture over, getting embarrassed for looking at it for so long.

"Sorry," Aelita mumbled to Spidey. Dawn sighed and went back to her bed.

He peeked out from under his hat, and begun to laugh. The look on her face was priceless, and there was something about everybody in the room being embarrassed at the same time that was humorous. Aelita looked up at him through her pink eyelashes and cracked a smile, still not able to get the picture out of her head.

They only stop laughing together when Aelita looked down and went silent. Spidey and Dawn curiously looked at the paper with her. The article on the back was titled, 'School Genius, Japanese Day Student, Soccer Player, and Class Clown Missing?' in bold letters.

"Read it," Spidey requested, his once playful expression turning stony.

She cleared her throat thickly.

_"Tenth graders Jeremy Belpois, Odd Della Robbia, Ulrich Stern, and eleventh grader Yumi Ishiyama have been said to have gone missing about three days ago. Our sources say that there was no suspicious activity beforehand, and all three have disappeared without a trace. Rumors say that Ishiyama, Stern, Belpois, and Della Robbia have been kidnapped, but there is a lot of controversy over this. Our reporters have been making attempts to contact and get information from Spidey Parker, Dawn Berlitz, and Aelita Stones, but nothing has come of it yet. Keep looking for more updates on the situation."_

Aelita was thrown off by the 'attempts to contact' part. Spidey was already speaking before she could comment, though.

"Hiroki," the boy said, turning over so Aelita was facing his back, "he tried to blackmail me. That's why the picture was in the paper. He wanted to know where Yumi was."

Aelita hesitated for a moment, the once light atmosphere now nonexistent. She stood next to his bed, and gently placed her hand on his shoulder. "I have a feeling things are going to get better, Spidey." The boy didn't move, and didn't shake her off so she took it as a good sign. "Things are… difficult right now. Just… remember that I'm here, okay? Things will get better," she repeated. "Tomorrow. Tomorrow we'll go to the factory and try and figure out the programs, okay?"

Spidey finally turned his head and looking her in the eyes, nodded with a small smile.

Sissy threw the rest of the paper away after clipping two things out of it. In her hand, she tightly grasped the picture of Spidey, which she only had the chance to glance at before narrowing her eyes and angrily looking away. How dare those little girls expose to all of the female population what her friend looked like in the shower? Sissy felt the overwhelming anger of not being the first and only to see him like that.

But more importantly, what actually did happen to her four classmates? She didn't believe for a second the story the two remaining members of that clan told her father. But how was she supposed to get the information?

Sissy didn't know why this was bothering her more. Instead of grossly examining the near-nude picture of her friend, her she was, studying the caption of missing students she didn't even think she liked at all in the other article she cut out. The curiosity to know was there, probably just like everybody in school, but it felt like something more was there than just that. And Sissy couldn't place the feeling she had when she stared this clipping down.

What she did know is that she wanted to get to the bottom of it, whether it is for her sake, or Spidey, Dawn, and Aelita's.


	8. Chapter 8

Chapter 5

Aelita was plagued with a nightmare. She was currently in the memory of the video, as if she was standing the corner of the computer room of the factory, as the officer repeatedly shot Jeremy in the chest. Every time Aelita thought Jeremy had taken the shot that would kill him, he managed to give the attacker a defiant look, exactly like in the video, and continue on typing codes she had never seen. Every time Aelita thought she could save him before another bullet was sunk into him. Every time her body refused to move from its spot, and she was forced to watch the scene again, over and over.

Just as she was beginning to grow desensitize, or was is numb, from watching the scene repetitively, Jeremy turned and seemed to notice her. He said something.

It was muddled, and she didn't actually hear the boy say anything at all, but she felt she knew was she was saying.

Jeremy said it with such a kind look, there wasn't any sweat or grimaces like his face was in the first part of the dream. At this moment it felt like just the two of them. He kept saying the thing over and over, as if to comfort her.

Then the scene she hadn't even realized changed beforehand was back to the original. The gunshot that sounded strangely like a loud beep rattled her skull as she gasped awake from the suddenness. Aelita was drenched in her sweat, and she felt too hot.

"If you are going through hell, keep going," Aelita panted. That's what Jeremy was saying. It came naturally to her lips, and she knew for a fact that was what he was telling her. The words felt like they impacted her heavily at first, but the dream was fading quickly. When had he said that before? Aelita knew that Jeremy said the same thing not long ago. It was familiar.

Waiting for her racing heart to calm so she could think clearly, she took in her surroundings. It was nearly four in the morning.

She also noticed there was a reason as to why she was so warm. Spidey was once again taking up half of this bed. Aelita studied his face that was drastically close to hers from Spidey holding her to his chest.

"So the night before wasn't a dream," she whispered. "Spidey must have snuck over here again." The sense of déjà vu was undeniable.

There was a beeping sound again, eerily familiar to the one in her nightmare, causing her heart to stop for a second in surprise. Spidey twitched at the noise.

Aelita attempted to untangle herself from Spidey strong arms, wiggling this way and that, but the movement just made him hold on tighter and grumble. The girl pouted in thought. Then she had an idea.

Tilting her head to press her lips on his open hand that lay under her head, noting that the wound on his knuckles has healthily scabbed over, she gave the palm a big, wet lick. Spidey's eyes snapped open and he flailed in surprise, withdrawing his hand, getting tangled in the sheets and falling off the bed.

Aelita would've taken a moment to laugh at the scene had it happened several days ago, but instead she took the opprotunity to jump off the bed as well, and open Kiwi's dresser door which he sleeps in. The girl had heard the insistent beeping coming from here, and as the object was revealed to be Jeremy's laptop, the memory of snagging the computer along with his glasses while she was in the midst of her first breakdown surfaced. What she didn't know is why the heck it was in Kiwi's drawer. Did she really put it in there?

Ignoring her previous decisions and Spidey cursing at her while wiping his hand on his sweat pants, she quickly opened the laptop.

Her stomach dropped to her feet.

An activated tower.

Spidey and Dawn saw the screen as well from his spot on the floor and the bed as everyone woke up. The gang stared first at the flashing tower, then at each other.

"What are we supposed to do?" Gatomon croaked.

Aelita's mind raced with thoughts and possibilities, but she knew that there was only one option.

"We fight."

The gang quickly decided their course of action. Both would run to the factory, but if a foe was to be found, Spidey, Blade Wolf, and Reneamon would stay and fight it. Aelita fought against the last part of the plan but Spidey harshly responded, "I'm the one that needs to survive less along with these two, and has a higher chance of winning a fight out of all of us." So the girl, despite an ache she felt at the fact she may lose her last true friend today, didn't make another comment.

Quickly dressing, they tip-toed their way out of the dorm room and down the corridor.

As they reached the stairs, they stumbled across William. Of course it wasn't the real one, since he was XANA's prisoner at the moment. William's clone, programmed by Jeremy, was in the stairwell, just standing there staring out the window, presumably at the near sunrise setting. The gang attempted to make no noise while rushing down the steps past him, but the clone still noticed with his inhuman senses, and turned to them with the dull, blank eyes of a programmed being. Aelita and Spidey and Dawn and everyone else froze.

"Are y'all leaving to go to the factory?" he questioned in his light tone.

It didn't surprise either that he would assume that, having known everything and told very clearly not to discuss it openly. What they were still surprised over was his presence and bluntness of the question. Then Spidey had an idea.

"Yeah, wanna come with?" said the teen.

The William clone looked pleased. "Yes, that sounds well." His way of speaking was very uptight, and slang wouldn't register into his head very well at all, but it made communicating with him easier in a sense.

"Spidey, what are you doing?" Aelita breathed close to his ear, grabbing onto the back of his hoodie nervously.

"Trust me."

The gang were currently running across the bridge, with the factory blocking out the moon they were so close to it. Spidey, Dawn, Pikachu, Beautifly, Blade Wolf, Riley, Krypto, Tom, Jerry, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Shoeshine, Toothless, Drago, Skyress, Dojo, Piplup, and Aelita were relieved they hadn't run into a specter or anything on the way there, Aelita more so than Spidey. But as the slid down the ropes leading to the elevator, something caught William's hypersensitive eye and Spidey's spider sense as he turn off his stealth camo of his Murasama Blade and got into a quick draw stance with his finger on the trigger and hand on the hilt of the sheath and the hand over the handle of the sword as he activate his spider suit and without the mask.

The clone did curiously look, but only saw someone that appeared to be a factory worker hidden in the shadows behind some crate. Weird symbols were flashing in the beings eyes. He stupidly didn't say anything to the other gang and boarded the elevator.

"Listen, Aelita," Spidey started quickly. The girl looked at her companion as the elevator began sliding down. "I think you should turn that upgrade Jeremy made for William's clone a while ago back on."

Aelita, surprised at the request, immediately knew what he was thinking. "Spidey we can't have him be fighting for us. You saw how easily he was neutralized when there was no one at the mainframe. He could just as easily be turned against us, now… now that no one will be protecting the computer."

William listened to the two, but didn't fully understand what they were saying. Because he wasn't being directly talked to, he instead stared blankly at the elevator door, waiting for it to open.

"And you think it's better to take the risk of one of us dying, or even worse, being captured by XANA then to just get a little bit of help this time?" Spidey snapped at the girl glaring defiantly at him. "In case you have forgotten, we're down four people but having a larger number we can still take on XANA."

Aelita flinched back at his words, and Spidey felt a pang of guilt, but he knew what he was doing would be better off for the all of them.

He tried a gentler tone. "Aelita, please, upgrade him just in case. You know how he fought to protect Jeremy before. We haven't even seen a specter so chances are we won't need-"

Spidey was suddenly cut off as just when the elevator stopped on their floor, a loud bang shook the top of the lift, causing all of the gang to stumble. Aelita silently agreed now, the clone could be of use- just this time.

The thing ripped the escape exit at the top of the lift from its hinges, revealing a factory worker with the eyes of XANA.

William looked up dully at the worker, and said politely, "I don't believe that's how you open that door."

Aelita bolted for the keyboard as the door slid open. Spidey growled up at the specter, preparing for a fight along with Blade Wolf and Reneamon. He got into the familiar martial arts stance while the specter jumped down the hole, ignoring the neutral clone.

Spidey unsheathed his sword and swung it down, hoping for a good shot right from the start, but to no avail. The man grabbed his blade with one hand, practically crushing the bone in his grip but due to the spider suit didn't break his wrist. Then he swung Spidey right out of the elevator and into the back of Aelita's chair.

Despite wanting to help her friend, she instead continued working on searching for the upgrade that Jeremy had for the William clone. She pushed passed the programs that she had been looking through the last time she had been here a few days prior, reminding herself she really needed to look at those, and quickly found the upgrade.

It begun to download and she smiled slightly at the simplicity of finding it. Aelita turned to check on Spidey when she received a blow to the face. She was knocked off the chair, right where Jeremy had been pushed several days prior. Clutching and groaning at the pain, she tried to scramble away from the spot with bad memories, or she just might get sick. Dawn and the others were helping Aelita away, from the fight.

Luckily, she was able to pull herself away from under the chair, because Spidey had recovered enough to let out an animalistic snarl, sheathed his blade and spread his legs apart, placed a finger on the trigger of the sheath, and held a hand over the handle. Time seemed to slow down for him as he charged for the quickdraw attack even though he wasn't using Blade Mode. In a move similar to a certain Brazilian swordsman, launch himself with speed and uppercut slash at the specter with glowing red light as he does Rising Gale move. Aelita knew that her cheek was going to swell, but she was relieved that the blow didn't knock her out like what XANA usually aimed to do lately. Glancing up at the screen, she saw a green plus sign flash.

Spidey meanwhile was thrown this time into the wall. He rubbed his head, only to find his fingers were sticky. Bringing his hand down to look at it, there was blood on his fingertips. The worker, knowing that it wouldn't take much longer to finish the job, smirked and approached the teen on the floor. Blade Wolf gets ready to pounce on him.

"Hey!" William suddenly called from the elevator, his eyes looking more alive than ever, "Leave him alone!"

The clone charged at lightning speeds, taking down the specter in a half a second. Both crackled with pixels as they exerted themselves. Spidey took the time given to push open the ladder door, slipping down when he saw Aelita quickly put in a delayed virtualization and follow.

"Keep him busy, William," Aelita called as she slid the door closed over her head.

Spidey, Dawn, Pikachu, Beautifly, Blade Wolf, Riley, Krypto, Tom, Jerry, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Shoeshine, Toothless, Drago, Skyress, Dojo, Piplup, and Aelita dropped to the ground in the desert sector on Lyoko, preparing their respective weapons for a fight. The red glowing tower was actually very near, but to their surprise there were no monsters in sight.

Aelita shook the mystic pink energy from her palms, and frowned in confusion. Spidey slid his Murasama Blade back into its holder.

"I don't get it. You'd think XANA would want to protect its tower," Spidey mumbled.

"XANA's plans may have changed since we've become a lot less of a problem just recently," Aelita responded grimly.

The girl quickly ran for the tower, just when four kankrelats came scuttling down the horizon. Aelita was too close to the tower for them to stop, but that wouldn't hinder them from attempting to bring the Samurai side with him back to the real world for his punishment.

Easily defeating the monsters, Spidey turned to see that Aelita had turned the tower from red to white once again, and he breathed a sigh of relief at being able to neutralize XANA with just the two of them. He had his doubts for sure, since before on average it would take Jeremy, and another Lyoko warrior at the least. He remembered the clone that had helped them greatly, but quickly dismissed the thought of actually consciously deciding to fight for them was impossible.

Aelita jogged back from the tower to meet with Spidey, and they both decided that unfortunately the only way to return back from the supercomputer was to devirtualize each other manually. On the count of three, the boy slashed his Murasama Blade at his friend, while the girl through a pink orb at him and his gang.

All of them stumbled out of the scanners a second later to find the William clone giving them both a big, life-like smile. Spidey and Dawn quickly analyzed the room, to see there was no damage, so that would mean that the only reason for the clone to come down here was to greet them. Aelita and Spidey exchanged surprised glances at William's antics.

Pushing the thoughts away, the gang took the elevator back up to the computer, Spidey clutching his head at the throbbing and thankfully light blood flow.

"Here," Aelita indicated, patting the computer chair, before going to one of the panels in the wall. The boy sat at the chair, wary of why he was told to as he took off his hat. The panel the girl opened showed numerous supplies, but she only pulled out a first aid kit.

Aelita returned hurriedly to his side to begin patching up Spidey's head wound. William, sensing he wasn't needed at the moment, went into a kind of trance, reaching out his impressive abilities to sense any other trouble for his friends. All was silent.

Aelita typed away at the keyboard, bringing up programs and making sure XANA didn't do any damage anywhere else. As it turned out, the factory worker didn't do any harm to anything, and seemed to be just after the teens. Another good thing is that it was just a specter and not a possessed human. There were dents around the room from the three super powered beings throwing each other into them. Thankfully, a return trip wasn't needed, since nothing of importance was damaged, Aelita had decided that Spidey probably didn't have a concussion, and his wound would be relatively easy to hide once the bandage wrapped around his head was off as he has his hat back on. She had, however, told him to walk around in a circle around the room to keep himself awake in case there was damage she wasn't seeing or he wasn't telling her as he has his Murasama Blade on his belt. Dawn and the others were sitting on the ground waiting for anything to do.

Aelita felt the throbbing of a forming bruise on her cheek, but decided to ignore it because there wasn't anything to do to help it at the moment.

For a while, Spidey walked around the girl that was typing hypnotically on the supercomputer. He occasionally glancing at the clone that had his eyes closed, leaning against the wall with arms crossed. Looking like that, he could actually pass for the real William.

The boy contemplated for a little while, one time opening his mouth to speak, before closing it again. Spidey didn't know how to start. There were several things on his mind.

"You want to say something?" Aelita assumed without looking away from her work.

"How'd you know?"

"Your footsteps are even until you start thinking too much, and thinking too much causes humans to speak."

Spidey frowned a little at the sheer ability of her observations. Overlooking it, he hesitantly asked, "Why were we able to keep XANA under control so easily?"

Aelita frowned and sighed, leaning back in the chair to rub her eyes. She looked remarkably like Jeremy doing that. "I don't really know why, but there are few factors that could've helped."

"Like…?" Spidey prompted, wanting to hear the girl's opinion.

"Well," she began, "XANA could've underestimated us, but I doubt that, since it's an artificial intelligence on a supercomputer and is usually good at predicting our abilities."

"So it thought that it could… finish the job with just that specter?"

"Maybe," Aelita said hesitantly, returning to typing but focusing more on the conversation.

"What else?" the boy questioned, coming to a stop next to the computer chair, draping an arm over the back.

The princess thoughtfully scratched her cheek, before flinching at the sting from the hit she received earlier and returning her hand to the keyboard. Spidey noticed her reaction, saw the redness and slight swelling, but didn't comment.

"This kind of builds on the idea of XANA being unprepared, but it may not of been expecting William."

Spidey believed that was definitely possible. "But what about on Lyoko? There were hardly any monsters."

"XANA most likely didn't think that we would even make it to Lyoko."

"So that would mean XANA's plan-"Spidey cut off. The two stared at each other as they figured out the virus's new plan.

"-is to eliminate us." Aelita finished for him.

As Aelita and Spidey and Dawn took seats in the back of the classroom, Mrs. Hertz gave them a nasty look for nearly being late. Not to mention they had missed three days' worth of classes. Spidey was already her worse student, and she didn't need him to miss one more second of class.

The both of them had noticed the time not long after their discovery, and Aelita, Spidey, Dawn, and William had to run in order to make it to their first class of the day. Forget about making it for breakfast. The clone automatically went to its class, but Spidey and Aelita quickly stopped by the public, co-ed bathroom to check the boy's bandages and remove them, getting rid of the evidence as his healing ability rid of it.

Spidey had stared out the window the entire class period, his hand holding up his head and a faraway look on his face that was per the norm in science- or any subject except German for that matter. Aelita had out all of her stuff and was diligently taking notes to take her mind off of the things that were happening recently.

Girls, and even a few guys, were constantly looked back at the three. Sometimes they would be confused looks, probably wondering where the rest of their group was since a lot of the time Milly and Tamiya came up with obnoxious rumors to get buzz. But most of the glances were flirtatious looks from the females, in Spidey's direction. Dawn glare at them and telling them that Spidey is with her.

The boy grimaced and his cheeks burned bright red because he knew why they were looking at him. Spidey really didn't need all this attention. He supposed it was better than the occasional pitiful looks because of their missing friends.

Glancing at the girl next to him when there was just five minutes of class left, his thoughts turned darker. How was he supposed to keep the princess safe when the three and the gang of them were pretty much waiting in death row now? He had thrown himself in front of attacks on Lyoko, even got devirtualized for her. When the time came, would he do the same in the real world? Would he take a bullet for her?

The raw 'yes' that came into his head was so powerful he blinked and shook his head a little. Spidey knew that he would die a painful death if it meant that Aelita could continue to live. He would've also done the same for Yumi, Jeremy, Ulrich, and Odd, but the sheer force his mind came up with an answer was boggling. Was it guilt? Spidey couldn't protect Jeremy and his other friends, so perhaps the teen was trying to subconsciously over compensate by vowing to risk so much for the girl?

The boy's eyes traced Aelita's face from the side- her pink, plump lips, her button nose, her big eyes that were so focused on her work, her angular jaw that held her blackening, bruised cheek- Spidey's eyes narrowed.

Just then, the bell rang. Spidey looked away from the girls face. Aelita began quickly gathering her belongings, trying to think of a way to convince Spidey and Dawn to allow her to head back to the factory so that she could start looking at those programs again. She moved a lot slower than Jeremy, especially without his help.

The boy and the girl had other ideas, though, and quickly reached and grabbed Aelita's wrists tightly. The girl looked up at Spidey and Dawn's eyes in surprise, but didn't try to get her wrist free. Instead, as he and Dawn began to lead her out of the room, she followed willingly, the both of them ignoring the girls that made attempts to come up and flirt with him.

Aelita and Dawn saw a few curled lips and glares sent her way as they went past the doorway.

"Ah…Spidey? Dawn? Where are we going?" she asked timidly, stumbling a little to keep up with their pace. Spidey and Dawn glanced back and slowed a little, but otherwise didn't respond. Aelita notice that the three of them were walking towards the dorms, only they were taking a back way there.

Spidey and Dawn avidly tried to avoid people walking through the hall, instead going around the long way back to the boys' dorms that were empty. He only let go of the girl to reach into his pocket and unlock the door, before pushing her in and closing the door once again. Gently, he guided her to sit on his bed. Kiwi hopped out of his drawer excitedly at his friends' return along with Riley.

"Spidey- can you please tell me what you're doing?" Aelita was beginning to become agrivated, wanting to go to the factory and be closer to Jeremy's memory.

Still not speaking, he rummaged around through Dawn's desk drawers instead. Opening and closing nearly all of them, he almost gave up until the bottom drawer had what he was looking for. Grabbing out the supplies, Aelita was a little put out when Spidey came back to his bed with make-up tools in his hands.

Reaching for what looked like a concealer- don't ask him how he knew, because he didn't, he just grabbed the one that looked like a skin tone- he opened it up and got a make-up brush.

"Why does Dawn-" Aelita began.

"Stay still," he spoke softly. Spidey grabbed the girl's delicate chin with his fingertips, and tilted her face to look at his. The teen's eyes outlined the nasty bruise that thankfully no one had noticed, or at least pointed out.

Aelita's face blushed without her permission at the close proximity of their faces in broad daylight. She was only beginning to get used to it at night.

Spidey didn't notice the girl's embarrassment, however, and ever so softly began to dab the brush on the purple mark.

Aelita hissed in pain at the pressure and recoiled back, only to get nowhere because of Spidey holding her face.

"Shh…" he hushed comfortingly, "It's okay, the pain will go away, trust me."

Even though she believed his words, at the present moment it sucked. Aelita usually didn't have to go through the pain of a XANA attack afterwards, because more often than not they did a return trip and the wound was just a distant memory.

"Spidey," Aelita whimpered, "Please stop."

"It's okay, you'll get used to the pain, it's okay."

The dark bruise was quickly disappearing from the make-up that was being rubbed onto it by an untrained hand. Aelita grabbed at the wrist of the hand that held her in place, in hopes of both getting him to free her and for comfort.

Finally, he had covered up the mark fairly well, only noticeable if one was looking for it, and they both let out a huge sigh of relief. Aelita because she didn't have to go through with that anymore, and Spidey because it was really difficult to watch, let alone be the cause of, his friend in pain.

Snapping the concealer closed, he commented, "Now you don't have to explain that it was a XANA attack."

"Hah hah," Aelita deadpanned.

Just as Spidey was stuffing the make-up back in the drawer and Aelita finished looking at Spidey's handiwork in the mirror of Dawn's, they both heard shuffling in the hallway. The boy immediately went on high alert as he turn off the stealth camo on the crimson blade, taking a few quick strides before unsheathed it and held it in his right hand and opening the door with a glare.

Sissy and Hervé stood on the other side, the girl half-bent over with three trays of steaming hot food. Both their cheeks were tomato red for some reason, Sissy's eyes were wide like she was having trouble believing something, while Hervé looked as if he would be anywhere except for standing a foot behind the girl in front of Spidey and Dawn's dorm room.

"Sissy?" Spidey said in surprise. "Hervé? What are you doing here?" His face melted from protective anger to shock in seconds.

Straightening up with the food still in her hands, Sissy nervously switched the trays from arm to arm. Hervé backed away a little.

"Um, well I-I c-came to give- I saw you guys not g-go to lunch, that is…" Sissy was obviously flustered, not meeting the eyes of the boy in embarassment. Spidey's eyebrows shot up, never seeing the confident girl stutter and scramble for words.

Instead, while the principal's daughter tried to choose her words, Dawn stated, "Are those for us?"

Her voice seemed to break her out of her state enough to make a complete sentence, because she blinked, then nodded, finally meeting his eyes. Hervé reached forward and lightly grabbed Sissy's arm, whispering to her, "C'mon."

'Then that must mean she brought us dinner the other day…' Spidey and Dawn thought, remembering that there seemed to be a lot of his favorites on one platter, and Aelita's on the other. Only someone that knew them closer would know that Spidey actually like broccoli, and Aelita favored an extra croissant and Dawn like ramen noddles.

The princess peeked over the taller boy and girl's shoulders, hearing the other girls voice and becoming curious. Sissy out-stretched her arms for Spidey and Dawn to take the food, the boy thanking her, making her blush again, when she caught sight of the pinkette.

Sissy gave the girl a nasty look, that looked obviously jealous as well which Dawn caught sight of it, before not saying another word and walking down the hallway. Hervé hesitated for a second, before mumbling, "A-are you doing better, Aelita?"

The girl in question numbly nodded her head in response. Hervé quickly stated, "Right, well-" and scrambled off after Sissy's apparent bad mood.

Aelita, confused, mumbled, "I wonder what that was about…"

The boy and girl, not having heard her, instead handed what appeared to be Aelita's lunch tray to the girl. Aelita sighed and took it, depressed at not being able to return to the factory after all, sitting on her bed to at least eat a little. Kiwi came up on the bed to lay down next to her.

Spidey brought his portion to his own bed along with Dawn, a smirk fighting his way onto his face, and as soon as he was properly seated, he said excitedly, "I think I just solved one of our problems."


	9. Chapter 9

Chapter 6

"What-What was that?" Hervé squeaked out, later alone in his room that he shared with Nicholas, who was currently out.

The boy frantically thought about what he heard on the other side of that door with Sissy this afternoon. Hervé had been so embarrassed after that moment he totally forgot about Sissy and went straight to his next class to think. The voices, sentences and noises he heard behind that door were etched so hard into his skull that attempting to do a simple math assignment proved to be impossible.

All this time, Hervé believed that Aelita was with Jeremy, and Spidey with Dawn. So that means they never were together? Or when their significant other wasn't around they could fool around? Even if the others in their group were missing, Hervé never thought that Spidey and Aelita were like… that… together. Nicholas would be so heartbroken, because here he thought that he would be the one Aelita chose after Jeremy and Odd.

It didn't even cross his mind that chances are; people were… doing that kind of stuff at this place.

Hervé messed up his already wild hair with his fingers, stressing over this social situation. Things were so much easier when he ducked his head and hid behind his glasses. He couldn't believe that he heard that with Sissy. The brain wondered for a moment how the girl was taking Spidey being in that kind of relationship with Aelita. Unless if Dawn is sharing him with her friend.

Deciding that the homework he was hoping to do wouldn't get done tonight, he switched off the light early and headed for his bed.

BREAK

"I think we should think this over more…" Aelita worried. "Don't you two think this is a bad idea? We shouldn't just jump on an easy solution and endanger more lives than were already taken."

"Well when would be a better time?" Spidey responded, trying to keep his temper under control, "When we're dead and there's no one left to fight XANA?" It wasn't working too well.

Aelita shot him a look from across the room. Currently, they were in their separate beds. Spidey and Dawn and the gang had already grown accustomed to their new roommate, and after she fell asleep he was even planning on sneaking over to her side of the room once again. 'It was for her' he would try and reason with himself.

Earlier Spidey had shared his plan that maybe they could recruit new members to the Lyoko Warriors, namely Sissy and Hervé. Aelita had nearly choked on her lunch when he spit that one out. The boy explained how good it would be, but Aelita seemed in a daze the rest of lunch, and most of the day for that matter. Spidey gave her the time to consider the idea, since it would be a big and potentially dangerous step to fighting XANA. Just tonight, as they were lying in their beds, had she begun to share her thoughts.

"Listen," Spidey started, sitting up to lean on his elbow and look over at the girl. "It's just Sissy and Hervé. No one else needs to know. If they don't agree, we do a return trip, and it can go back to just the three of us along with our little gang. But do you really think we can survive another XANA attack with just us and the gang, and XANA bent on destroying us?"

Aelita chewed her bottom lip, from what Spidey could make out in the darkness. Having thought about this all day, she could see Spidey's point very easily. But the more dominant side of her that didn't want any more casualties fought hard.

"We would need time to train Sissy-if she agreed-and just having to do that makes us vulnerable." Aelita reasoned, not wanting to voice her actual worries.

Spidey saw through her attempt, however, by the way it sounded like she was about to cry. Deciding that he needn't have to wait for her to fall asleep, he got up to climb into her bed with her. Aelita, already expecting this, easily dug her fingers into his tank top and buried her face in his chest when he was comfortable.

Then the boy spoke. "Sissy won't get hurt, it's okay. You won't get hurt either, and I won't, Dawn won't, and Hervé won't." He soothed her with his words that they both knew couldn't be guaranteed. "And we still have William's clone with the upgrade-"

"No." Aelita said sternly, but was muffled by his chest.

Spidey leaned back, looking at her face. Thankfully she hadn't shed any tears, but she still looked upset. Only a little more angry than sad.

"We need to take the upgrade off of him and leave him be," she told the boy, looking him dead in the eye. "You saw last time he had the upgrade how easily more attention was brought to him."

"Well, maybe the upgrade got him more attention, as in; he didn't seem like a total idiot anymore." Spidey responded back hotly, his fingers unconsciously curling around the girl's waist that he still held.

Aelita scrunched up her nose, poked Spidey in the chest with her finger and curtly replied, "We're just lucky no one seemed to notice anything different today." Aelita's expression softened. "We need to play things safer, Spidey."

The gentleness of the girl's voice brought up guilt in himself for being too quick to anger recently, and he brought Aelita to his chest again, burying his nose in the princesses' hair. "I'm sorry, really I am," he mumbled sincerely, "just… think it over. We can take the upgrade off and that's really what you think will make things easier, but you have to admit he really saved us today. If that doesn't work, we need find a way to get the real William back?"

Aelita sighed into his arms. Spidey was putting a ton of emotional things on her. She knew that he didn't mean to, and Aelita would prefer that he did come to her about these things, but it was enough that her love and three best friends had just recently died. The girl repeated in her head that he was going through the exact same thing as her at the moment, the only thing Spidey and Dawn were doing differently was moving on, and trying to plan things for the future.

The more Aelita had considered Sissy and Hervé to become a part of the Lyoko Warriors during the day, the more it seemed like a good idea. That or the only option. She was having trouble differentiating between the two. Would she really allow the two, if they agreed, to sacrifice themselves? And what about William? Even if he wasn't a real being, nothing deserved to be treated like a punching bag for the specters like Spidey was suggesting. Plus if-or when- the real William came back, it would be bad to leave a lot of trouble for him that the upgraded clone could create. But the idea of somehow getting the real William back and make sure he doesn't go rogue again by XANA again.

The pinkette held back tears from the decisions that demanded answers that she wasn't willing to give out. Close in between the two teen's bodies, Aelita clutched the items of her fallen friends, wishing she had Odd's sense of humor, Yumi's strength, Ulrich's warrior side, and Jeremy's love right now.

In the midst of her silent thoughts, Spidey had heard Aelita's breathing become even and slow, telling him that she had fallen asleep. The lull of her rhythmic breaths lured him into his own dreams as well along with Dawn who just went to sleep again.

BREAK

"Just go up there and do it!"

"I don't see why it has to be done like this."

"She likes you more, direct speaking is harder for anyone to avoid, and this was your idea in the first place."

Spidey sharply looked at the pinkette next to him in the cafeteria. Being it was Sunday, there weren't any classes for the day. That meant the gang of the remaining Lyoko warriors avoided everyone for the morning, until they knew it would be unhealthy to skip another meal in a row and joined the rest of the student body for lunch. Currently, both were sitting side by side, facing Sissy's table with semi-eaten trays forgotten in front of them.

The principal's daughter kept glancing up, and her cheeks stained red in embarrassment. They assumed it was because Aelita and Spidey and Dawn continued to stare her down, while making little whispers of conversations between each other on how to invite Sissy in on the group. Hervé was sitting next to the girl as well, but he didn't notice the group watching the table, more absorbed in a chemistry book. It had been decided beforehand that Spidey would lead Sissy away from the brain, inviting Aelita and Dawn to swoop in and corner him.

Spidey crossed his arms moodily. "This seemed like a better idea yesterday," the boy sighed. Spidey stood, ignoring the gazes of the girls that weren't getting over the other day's newspaper picture, and strode to Sissy's table.

The girl looked up at the approaching footsteps, and wasn't very surprised to find Spidey stood directly in front of her line of vision at the foot of the cafeteria table. Hervé also glanced up, locked eyes with Spidey for a split second, and buried his nose back into the book to avoid the more popular male.

"Hey Sissy," Spidey said as pleasantly as possible. "Would you like to go out to the park for a walk right now? I've wanted to ask you something…" Spidey didn't mean for it to sound like he was going to confess his love, but he knew there would be no way for her to decline if it was worded like so.

Sissy's eyebrows shot up, and for a moment suspicion crossed her pretty features. It melted quickly until her usual, cocky air returned.

"Of course, Spidey darling," Sissy said a little louder than necessary, "I would love to go for a walk with you through the park." Spidey cringed at both the tone of the girl and whispers of people that had heard. When had he cared so much about others opinions?

It didn't matter. All of the Lyoko warriors knew that she would be like that, therefore it was a better idea to be away from others when they invited her.

Aelita and Dawn watched from their seats as Sissy and Spidey walked out of the cafeteria doors. Her sights zeroed in on Hervé. The part where Spidey said that Hervé would be one good addition to the team surprised yet pleased her. When the brain had attempted to comfort her during a breakdown, she accidentally begun to trust him, despite previous things he did last year. Her companions was probably thinking that it would be a good idea for someone to work the supercomputer in their place.

After she could no longer see the boy and girl outside of the windows, they made their moves. The girls stood up as discretely as possible to not gather attention, and quickly made her way to take the seat directly across from Hervé.

Looking up in annoyance at yet another disturbance, his green eyes widen when he saw the kind girl that was part of the group that he hated and envied at the same time. Hervé's book was forgotten on the table after his hands went limp. He leaned back a little in his chair and mentally prepared himself for whatever the girls could possibly want to say to him.

Aelita analyzed him and gauge what her words should be. She must have sat there staring at him longer than she thought because he voice shook her from her gaze.

"Have you been feeling better since yesterday?" Hervé asked stiffly, but concernedly.

Her face softening from the serious mask, she nodded with a slight smile. "I just… wasn't having a good day. And Spidey wasn't with me…" she trailed off, feeling bad about not telling the complete truth. Aelita had to remind herself that she could tell him everything if he joined the group. 'At least the atmosphere isn't as stiff now,' she thought.

The pinkette cleared her throat and rubbed her cheek, flinching at the pain of her invisible bruise. How was she supposed to go about this? Aelita didn't think this far ahead, she thought the words would just come to her. Maybe talking to people about joining a team of heroes that has a very high chance of getting you killed was a more difficult thing to talk about than she anticipated. Her anxiety just rose by the second.

"Hervé, Spidey and I… we-we would, um, do you t-think," Aelita began, becoming more scrambled as the word tumbled out. 'Dammit,' she thought bitterly.

The brain sat patiently, though, even leaning in to hear her words better. The girl's eyes would no longer meet his, and the flinch from moments ago concerning him. Hervé knew that this was a big thing they were discussing.

"Does this have to do with the disappearances?" Hervé interjected between her pause.

Aelita heart hammered harshly at the correct accusation. Her eyes snapped to connect with his, staring into them. The chatter of the cafeteria seemed to mute, the air around them thick with tension.

Hervé knew he was right.

Aelita managed to slowly get out, "Will you and Sissy meet me in the park tonight?"

As they nodded solemnly, not questioning why Sissy was to come, more interested in the answers that may be provided, the noise seemed to return to their senses. Just as loud as before.

The pinkette's expression fell back into her indifferent mask that she arrived with, nodding a farewell to the brain. She noiselessly scraped her chair away from the table, quickly making her way with Dawn and the gang to the doors that would take her back to the boy's dorms, hoping Spidey would be there soon as well.

BREAK

Sissy had immediately tried to latch onto Spidey's arm while they were still just outside of the cafeteria doors, hoping that if someone were to glance out, they would see her claim on the boy. He quickly unlatched her hands from his arms with as much patience as possible, remembering her kindness over the previous days that was making this worth it.

Sadness crossed her features at his actions to push her away, but she reluctantly kept her hands to herself afterwards, trailing behind and letting him lead her to the park. If he didn't want it to be a romantic walk across school grounds, why else would he have her out here?

Just as the girl's annoyance was about to get the better of her and she would begin to demand answers, her crush/friend turned sharply to face her. Due to the suddenness of his actions, she subconsciously took a step back and became very aware of their surroundings. They were in the woods connected to the school, at least 100 meters away from another living soul.

"Me and Aelita and Dawn and my gang want you to meet us here tonight," he bit out before he could chicken out.

Sissy's delicate eyebrows rose at the request. A few beats of silence later, Spidey knew he needed to elaborate more.

"The situation… it's something we think you and Hervé can help with. And we need you."

"You-need me?" she stuttered.

"And Hervé." he quickly continued. "It's… it's about what our groups been up to these years."

The raven haired girl mulled over the information. Wasn't some of their group missing? Was this a part of that? But then she realized that this would be the time to get all the answers she could want. If it was so important, it had to satisfy all her inquiries.

With a sly smile that was borderline flirtatious, she happily nodded to his question.

BREAK

While the rest of the day seemed to stretch on forever for the two anxious black haired teens, the Lyoko warriors wanted much more time to prepare.

Spidey had decided not to bring up William to Aelita for the day, in hopes she would forget the program was still installed on the clone. He may have also done it to lighten her load as well, after watching the girl gnaw her nails in her bed for hours that day.

Besides, more demanding things needed to be covered by the time dinner had rolled past and it was about time to meet the two hopefully new members of the team.

As Spidey, Dawn, the gang, and Aelita slowly made their way the agreed destination, the boy could feel the shaking of the girl's fingers as she desperately held onto the back of his jacket and backpack. Had they been in their room, he would have hugged her tightly and not let go. But since they were outside, even with no spectators, he ignored her and kept them moving forward with his hands in his pockets.

"Maybe we shouldn't do this-"Aelita whispered from behind Spidey.

The boy cut her off with a sigh. She immediately snapped her mouth closed, knowing that voicing her concern was just making this harder for the both of them. Spidey stopped walking and looked back at her, sadness coating his complexion instead of anger.

For a moment, forgetting that they were in public, he brought his hand up to gently rustle it in her hair for comfort. Aelita leaned into the soft touch, letting it calm her, before all too quickly it was taken away. Looking up at her companion's face again, she saw something that hasn't been around for nearly a week.

Hope.

He had a small, lopsided grin and his eyes were sparkling and kind. Spidey knew that this was going to help, and everything would be better.

Aelita managed a small smile back, her heart lightening enough for her hands to stop shaking. "When you're going through hell, keep going."

With a confused tilt of his head, Spidey answered, "Where did that come from?" To which he only got a shake of the head in response. The boy's hand came up to scratch his hair, but flinched when he came in contact with his wound from yesterday. Aelita reminded herself to check that when they got to the factory.

The all of them walked just a little farther into the trees, coming to where the manhole lay, to find their invited guests. Hervé noticed the gang's arrival first, perking his head up from what seemed to be an intense conversation with Sissy. It was hard for any of them to see the other's expressions through the darkening sky, but Sissy and Hervé seemed to be anticipating what was next.

Sissy turned to look at what caught the brain's interest, just as the Spidey, his gang, Dawn, and Aelita walked up to make a sort of circle.

"What is this about?" the principal's daughter demanded, "Girls shouldn't be out this late." The other three teens and the gang saw a pointed look towards Aelita, implying she didn't want the other girl there.

Ignoring Sissy's remark, Spidey simply said, "Look down."

With confused expressions, the two looked down to the center of their little formation to find a rusty manhole cover that had a very slight stench oozing from the holes at the top.

Hervé's nose wrinkled at what he knew the more popular teen was implying. "What's this about?" he repeated his companion's question.

"We can't talk about this here," Spidey gruffly said, kneeling down to remove the lid to the sewers. The Lyoko warriors had become accustomed to the smell, and in fact if the sewer stopped smelling like it did, they would have a hard time adjusting.

"Do you honestly expect us to go down there?" the raven haired girl nervously mumbled, cautiously looking down the pitch black hole.

"Yes," Aelita responded for Spidey, who had done most of the interacting thus far. "If you want answers, follow us," she said, climbing into the manhole after her companions.

After a disbelieving shared glance, Hervé and climbed after Aelita, and Sissy followed.

To their relief, the bars of the ladder weren't totally disgusting to the touch, and appeared to be used often- therefore to some degree; clean.

At the bottom of the ladder waited Aelita and Spidey, the first on a scooter and the latter with a skateboard under one foot, Dawn has her skateboard as everyone was on the ground ready to sprint. In their hands they held one skateboard and another scooter, slightly outstretched. Pikachu and Beautifly were on Spidey.

"Take your pick," Spidey invited.

Another skateboard was behind a pipe in the wall, with purple flower decals on it. Aelita was on a blue decaled scooter and Spidey a Lib Rob Dyrdrek style skateboard. The offered scooter was pink and white, and the skateboard in his other hand had a dog on the back.

It was rather easy to tell whose item was whose from the people in their group. Sissy quickly took the skateboard, leaving Hervé no other choice but to opt for the pink scooter.

As we were prepping ourselves to leave the bottom of the ladder, Hervé decided to ask, "What about that last skateboard?" knowing that he could handle a skateboard better than the embarrassment of riding a pink scooter.

"That's not an option," Spidey harshly bit out. Suddenly he snapped his board forward to begin their trek along with everyone of his gang as Dawn trek behind Spidey on her pink skateboard, leaving the other three in the dust.

"Sorry," Aelita murmured sadly to the two, but mostly the startled Hervé.

The pinkette lead the way through the sewers on their transportation, stifling a smile at their scrunched up noses when she glanced back.

After a short, uneventful, and quiet ride through the tunnels, Sissy spoke up.

"I don't know why I'm doing this. What's the point?" she complained. Aelita barely managed to make out a shaking in her voice, though, indicating her anxiety. "I could just tell my father you guys know something about your friends' disappearances."

If Aelita hadn't known Sissy was the one that brought them food when her and Spidey, Dawn were barely eating, she would've sent her back to the dorms and done a return to the past. Instead she grit her teeth and berated Spidey's decision to add her to make herself feel better about this situation.

Just then, they turned the last corner and found Spidey standing under a different ladder in the dim lighting with his skateboard in his left arm. To their relief he seemed to have blown off steam by himself.

Coming to a stop and stuffing their devices behind the pipes, Spidey nodded at them and lead them up the ladder, sliding the heavy sewer door open for them at the top as everyone except for Blade Wolf got out of the sewer, then he jumped out and landed on the ground as Dawn jumped out. Spidey turned and kneeled at the top, and then he grabbed Aelita's hand to assist her politely, afterwards reluctantly took Sissy's as well when she offered hers. Since he was already on a roll, Spidey grabbed Hervé forearm and yanked him up, knocking the brain's glasses on the ground accidentally.

"Fresh air! Finally!" Sissy grumbled and dusted off imaginary dirt from her jeans.

Hervé grumbled and picked up his glasses after regaining his balance. Sliding them up his nose, his eyes widened behind the frames at the sight of the old abandoned factory that was a few miles from Kadic.

"Hey!" Hervé cried out in realization. "This is Stone's and Della Robbia's love nest!"

Sissy gave him a look that said, 'you're still on that?' with a hand on her hip. "They're cousins, dork."

Hervé shot the girl a glare, knowing what he saw a year ago.

"Well," Dawn called, already halfway across the bridge with Aelita and the others, "come one then!" not having heard the brain.

Thankfully, the moon was bright enough so that Hervé didn't trip to catch up. Meanwhile Sissy took her time, analyzing the building, doubt etched into her pretty face.

Spidey, Dawn, their gang, and Aelita entered through the giant, open doors of the factory and got to the edge of the platform as the raven haired teens reached them. All three Lyoko warriors grabbed one of the four available ropes and jumped. As the gang jumped down to the ground.

"Wha-!" Sissy spluttered, quickly looking over the edge. The two easily landed on their feet after sliding down the ropes like pros.

Hervé took a nervous step back, whispering, "Not again."

"Grab a rope and come down!" Reneamon commanded.

Sissy tentatively grabbed a rope, pulling a little to check the durability. She held on tight with both hands, gulped when she looked down, and took the leap. Sissy closed her eyes tight, but the ride was over much faster than she anticipated. Spidey had to physically grab the girl before she hit the cement after realizing the girl had shut her eyes.

Watching Sissy have some trouble making down, Hervé stuttered, "I-is there a-another way-y?"

After adjusting Sissy, all the Lyoko warriors exchanged a glance. Aelita smiled slightly, and Spidey looked up with a large grin as well.

"Nope."

The brain groaned and slid a hand down the side of his face. Very gently, as if it would bite, he grabbed the rope, remembering the last time he was required to go down it with Nicholas. Working up all his courage, he jumped to wrap his legs around the rope, clinging to the scratchy material, and he went… nowhere.

"You can't hang on that tight, Hervé!" Aelita guided. "You need to go down the rope!"

"I'll fall if I don't hang on, though!" he argued.

"That's the point!" Spidey barked.

Hervé swallowed again and reminded himself not to close his eyes like Sissy did. He hoped what they wanted to talk about was good. In very light amounts, he slackened his legs' hold on the rope, and found himself going down much slower than the other three. And that pleased him.

When he was just a foot from the ground, he released himself from the rope and landed on his feet. Hervé patted his chest and head to make sure everything was already, and then breathed a sigh of relief.

Suddenly Spidey clutched his stomach and burst out laughing. Hervé cheeks stained red in embarrassment from the other boy's chuckles. Sissy was covering her smile with her hand, already over her experience.

Aelita glared at Spidey as they lead the new members to the elevator. As the door slid open, the pinkette commented, "I would stop laughing, Spidey. Jeremy told me how your first time was."

The teen's laughs stopped, and he sent her a look that said she better make like Jim and not talk about it. Hervé and Sissy's interest peeked though, and Sissy began to giggle for a different reason, obediently getting into the elevator with the brain. "What was Spidey's first time like?"

Aelita smiled at the innocence and friendliness of Sissy's question, and replied with, "let's just say that Spidey has a fear of heights."

"Get over it," he grumbled, punching the red button to bring them down.

Instead of continuing to laugh over the light-hearted conversation, Hervé and Sissy staggered at the roughness of the lift that the others were used to. Exchanging a worried glance, Hervé piped up, "Are you going to tell us why we had to come here? And are you sure this is safe?" He eyed the top of the elevator that appeared to be bent at an odd angle with a hole at the top.

Aelita softly smiled at him. "Yes, it's safe. And… well, we'd rather show you," she answered as the large elevator doors slid open.

Sissy and Hervé's jaws went slack from the sight of the enormous computer interface connected to the wired ceiling at least 25 feet high. A large holomap that the two new members didn't even think was invented yet took up the center of the room, with a strange symbol that looked like a ball with four wings.

Hervé's glasses were slipping down his nose at the shock of seeing such an amazing piece of technological work.

Sissy tilted her head every which way and mumbled, "Whoa…" walking out of the lift first.

Hervé suddenly turned on the Lyoko warriors with an angry expression. "This is what you guys were hiding? A supercomputer?!"

"Not just any supercomputer," Spidey retaliated. "A quantum supercomputer." Although the teen didn't know what it meant still, it sounded impressive and made the brain's jaw go slack again.

Aelita shot him a look that she knew he had no idea what he was talking about, then walked out of the elevator after Sissy, the boys following along with the others.

"What is all of this? Why are you showing it to us?" Sissy snarled, turning on the three and the gang of the Lyoko warriors as Hervé kept whispering to himself, 'so many questions.'

"First things first," the princess remembered, going to the panel on the wall to the first aid kit. She grabbed Spidey's arm with her available hand and led him to the computer chair to sit, opening the kit on his lap for convenience. Only when they saw Aelita start inspecting Spidey's head like a nurse while he obediently sat with his hat off did Sissy and Hervé take their attention away from the impressive room.

"What's wrong with him?" Sissy worried.

"A specter threw him into the wall," Aelita answered, finding slight wetness in the place his head was hit, and a hiss of pain from her companion. Fumbling to grab the disinfectant while holding pressure on his wound, Sissy quickly came up and reached for what she assumed the girl was searching for, handing it to Aelita. Hervé came up to the last available spot crowded around Spidey along with everyone else.

"What are you talking about with a specter?" Sure he had heard of them, but only in fictional works.

The pinkette dabbed the medicine on with her fingers, ignoring Spidey's groans and fidgets. Withdrawing her hand, she wiped off the slight blood with a towel from the kit. Sissy and Hervé's faces contorted with shock and paled at the sight. Deciding his knuckles would be healing properly from here on out, she left the scabbed hands alone.

"Well…-" the princess tried. Her mouth opened to continue, but no words seemed to fit that would both answer his question and not make them freak out.

"First things first," Spidey declared. He snapped the kit closed and gently set it on the keyboard, as to not press any delicate buttons. He grabbed the cloth from Aelita's fingers, and used the not blood stained side to bring it up to her face and softly wipe off the make-up reapplied from this morning. The girl flinched, and her eyes went downcast as the two new members saw her dark purple bruise staining her face.

Grabbing her chin- but not hard enough where she could escape if she wanted to- he tilted her head so the two could take in the full sight with the glow from the computer screen.

"This is proof so that you know that we aren't lying when we tell you our story," he advised.

BREAK

Spidey had both raven haired teens get comfortable, sitting against the wall while Aelita took the computer chair-facing them of course although she ached to turn around and continuing working- and Spidey with Dawn stood standing in front of all of them.

They explained everything. Beginning with Aelita's story, how she was trapped in the supercomputer, Jeremy materializing her, and who she really. Next they described where the princess was trapped, going into detail what Lyoko was but depended on Aelita to jump in with technological details mostly for Hervé's sake. Lastly, he came to the subject of XANA. He tried to explain the evilness of the program, and how it attacks the real world through the towers on Lyoko, and only Aelita can deactivate them to save the world. Aelita interjected details that they would forget as they talked nonstop.

Finally, Spidey thought he already said everything to the best of his abilities- but not too in detail as to not scare them too harshly. His mouth was dry and his throat hurt, and by now it had to be midnight. Sissy and Hervé had yet to ask any questions or say anything at all of that matter.

At last Sissy uttered, "XANA…?" she chewed her lip, looking down.

Hervé stood quickly, and clenched his fists until the knuckles turned white. "All of you expect me to believe all this? Sure you have a supercomputer, but there's no way you can be transferred into it. Materializing a human being? Impossible!" He threw his hands into the air, yelling accusations at the three. "Where's the rest of your group? Huh? Did they betray you? Did you betray them? You had to get rid of them?" he mocked.

"Hervé!" Aelita called, trying to calm him by standing from the chair and reaching her hands out, but suddenly the girl cried, "Spidey!" when her companion roughly grabbed the collar of Hervé's flannel and raised his crimson blood katana unsheathed and pointed at the brain's neck.

"Take that back!" Spidey advised loudly, ignoring Aelita's small hands attempting to bring his sword down. Sissy got into it as well, trying to detangle the Ultimate Hero's fingers from the brain's shirt.

Instead of the usual fear Hervé would display in this type of situation, he instead locked his jaw and narrowed his eyes, staring straight at Spidey's raging face. "Where. Are. The others." He demanded, the embarrassment of being told to believe such a ridiculous story fueling his adrenaline.

Spidey's own eyes narrowed. Despite wanting to rearrange this guy's face, he knew that they needed his help. If Spidey told the truth, that would probably scare them away, but if he didn't give into the demands of this person, it wouldn't get them any farther to adding them to the team.

"Where are they?" Hervé repeated, with less force as Aelita finally got Spidey's raised sword down and the hold on his shirt was loosened. Spidey glanced at the black-haired girl's expression, seeing her look up shyly, wanting an answer as well.

"Where-"the brain began again but was cut off by a sigh from the other boy. Spidey completely released him; bringing one hand up to run through his hair. He felt Aelita and Dawn still clutched his other hand, weaving their fingers together for comfort that he found settled him further.

"They're dead." He answered. Both their faces melted in horror. "XANA killed them. That's how dangerous and serious this matter is. XANA takes lives, and only we know and can take action to save people."

Aelita's hands shook, and his thumb absentmindedly rubbed the back of her hand that was locked with his. Spidey looked down at the laced fingers, letting his hypnotic rubbing ease his anxiety. He no longer wanted to be here, with Hervé and Sissy. He wanted to take back what he said, go with Aelita, Dawn, and their gang and defeat XANA by themselves.

Normally, Hervé would be uncomfortable with their close gestures, and Sissy furious, but all this information was staggering.

"D-do we get proof?" Sissy asked tentatively after a long silence. "I-I mean more than," she gestured with her hands the supercomputer.

Aelita sighed, removing her hand from Spidey's warm one. "You will only be shown more proof and initiated if you join wholeheartedly." The Ultimate hero was impressed with how strong her voice sounded.

"You mean in the scanners?" Hervé questioned, anxiety creeping up into his voice.

Both Lyoko warriors nodded solemnly, Aelita looking the brain dead in the eye and Spidey with Sissy. If the atmosphere was tense a minute ago, they were drowning in it now.

"Well, uh, what happens if we don't agree?" Sissy started, her voice getting more confident as she went. "I think my father would be very interested in this." Aelita's disinterest and Spidey and Dawn's smirks knocked her off guard, the confident little smile she had sliding down her face. Seeing that she wasn't about to intimidate them, she quickly made up for it by reverting to her actual fear. "I mean, what if we get hurt like you three or… worse?"

"I forgot to mention," Spidey replied. "You've both already been here before," the two raven haired teens looked at each other, "but only Hervé can remember."

The popular girl was lost. "What do you mean I've been here before? I would've remembered this!" while Hervé also voiced his concerns of never seeing this.

"Hervé has been to the factory, though. And the reason why you don't remember is because of 'Return to the Past'." Spidey explained.

"Return to the Past?" Hervé inquired, already having an idea where this was going.

"It means that if you two don't want to join our cause, we will press a button and go back to the past where you won't remember anything." Aelita elaborated.

The brain gave a harsh swallow, but felt as if he knew his answer. Sissy as well looked stricken- as if she was going to faint- and there was hesitance, but her mind seemed made up.

"Since… I don't want my memories taken- if you really can do that- and… and I would do anything for Spidey," the boy in question wrinkled his nose at her pathetic attempt to flirt at a time like this, "I-I'll help you guys," Sissy confessed, bringing her hands up to nervously run her fingers though her hair nervously.

"S-same," Hervé stuttered. "But if any of this turns out to be false or too much to handle, I'm out."

"It's not that simple, Pichon," Spidey said sternly. "You can't get out once you agree. If you tell someone, return to the past will work on the person you didn't go through the scanner, but not on you, and that's not an option if we can't trust you not to do that all the time."

Hervé could really see where Spidey was coming from. It would make things unnecessarily nasty if this artificial intelligence was as bad as they were making it out to be. But his scared nature wanted to get the better of him. Should he show himself that he wouldn't be in the Lyoko warriors shadow anymore? That he would be one of them doing great things? Saving the world? Could he even agree to risk his life to do those things when he had enough trouble as it was to slide down the rope earlier?

All of the Lyoko Warriors waited for Hervé's answer patiently, Spidey and Aelita knowing that it was a hard decision. Unconsciously, Aelita's fingers sought out her companions again for comfort, interlocking them again.

"I…" he began before clearing his throat and starting again. "I'll join fully."

The pinkette gave out a breath she didn't know she was holding, squeezing Spidey's hand. The boy look at her and gave out an airy laugh. The strain of not knowing their responses and not be fighting XANA alone anymore was fading, leaving the two elevated.

"There's so many things to do," Spidey started, "You two need to know how to fight to defend yourselves, and we need to exchange numbers in case of emergencies and-"

"Wait," Sissy interjected. "I have a question." The two Lyoko warriors glanced at Sissy, to see her staring at their conjoined hands. "Have you three been sleeping together?"

Aelita sucked air in between her teeth sharply while Spidey began having a cough fit, both their cheeks flaming red. The boy withdrew his hand as quick as he could, rubbing the back of his neck with it. Hervé nodded as well, wondering the same thing. Thinking that the raven haired girl had caught onto their sleeping in the fourth bed together somehow, Spidey was quick to make up for it.

"I-it's for c-comfort. That-that's it. Nothing else." The boy was obviously flustered talking about the subject of his feelings, but he saw it as the only option as to tell the truth, show as little emotion as possible, and not piss off Aelita. Dawn was laughing even though no one was looking at her.

"Ah," Sissy remarked, eyes going downcast at the answer but didn't ask for more details to their relationship, not liking the awkwardness that hung in the air. Although it had been confirmed, Sissy didn't want to think Spidey wouldn't be 100% hers one day, because the thought was bringing tears to her eyes.

Aelita attempted to change the subject, "how about we send them through the scanner tonight?" Although she couldn't see outside and wasn't close enough to the calculator to tell the time, she knew it must be getting pretty late. "You bring them to Lyoko and I'll work the controls."

"No way," Spidey immediately shot down.

Aelita's dainty eyebrow rose to challenge him, crossing her arms. "And why not?"

"What if XANA attacks while we're on Lyoko and you're here by yourself?"

"Then I'll bring you back, alright? Spidey, how else are we supposed to train them otherwise? Someone needs to be on the supercomputer or at least in the real world now that-"she stopped talking suddenly. Spidey immediately understood, but the two on-lookers took a second before realizing she was thinking of Jeremy.

"Fine," Spidey bit out moodily. "Any trouble and you send me back." He gave Aelita a hard look before gesturing to Sissy and Hervé to follow him.

"Dawn stay here and make sure XANA doesn't appeared in any way how to attack." She nodded as the others stay with them.

"I can't believe I've been here before," Sissy mentioned, following the boys to the elevator again, having trouble believing it all. It felt like an action movie. She looked at Spidey to smile, but the recent confession left her with a bad taste in her mouth, and instead looked down at her feet.

"By the way," Hervé begun as they saw Aelita hop onto the supercomputer chair and the lift doors slid closed. "I know Sissy has some experience fighting… but I don't have any. Why me?"

"You're second in our class, after Jeremy. We need someone to run the supercomputer while we fight." Hervé's interest level peaked, and a smile spread over his face.

"That means I don't need to go into the scanner?" he hoped.

Spidey smiled deviously. "Oh no, you don't get out of it that easily. Jeremy's job may have been to run the supercomputer, but he still went to Lyoko when he needed to. Plus, you won't remember anything if we did a return to the past if you don't go to Lyoko."

"Wow," Hervé grumbled. "Give me another reason."

"You won't be able to be possessed by XANA anymore if you go through the scanners," Spidey added, liking the surprise on the brain's face as the more popular boy gave him another example of why this would do him good.

Hervé gulped when the elevator opened again on another floor, only in this room there were three coffin-like scanners that had cords coming out of them every which way. Sissy even appeared to take a step back.

Spidey put one hand on each of their backs, pushing them forward.

"Tell me when you're ready," Aelita's voice crackled over a speaker in the ceiling.

First, the Ultimate Hero guided Sissy into a scanner, telling her to stay put. She nodded fearfully, hands shaking. Hervé looked like a wreck when Spidey guided him to the second scanner.

"It's… it's not going to h-hurt is it, Parker?"

Spidey pushed him into the scanner as he activated his spider suit, before sheathing his sword, "No, not at all. In fact, if you stay still, Aelita may manage to get all your limbs there."

"Ha ha," the speaker deadpanned overhead.

Hervé throat went dry as he watched Spidey get into the last scanner, the doors of his own sliding closed, a fan blowing up from below him.

"Transfer, Spidey. Transfer, Sissy. Transfer, Hervé," Aelita's voice said from a speaker in the machine.

Could he back out at this point? Hervé's stomach had butterflies practically spilling out of it. The fan pushed his hair up along with ruffling up his flannel.

"Scanner, Spidey. Scanner, Sissy. Scanner, Hervé." The brain's glasses were being pushed up, but it didn't matter because by this point the boy had closed his eyes tightly and hoped he would survive.

"Virtualization." His black hair stood straight up from the huge surge of energy coming up from his feet. Even through his completely closed eyes he could see the blinding white light coming from the machine around him, and he then he felt nothing.

Absolutely nothing.


	10. Chapter 10

Chapter 7

In the forest sector of Lyoko, three wireframes appeared before Spidey, Herb, and Sissy's bodies appeared. Hovering a few feet above the ground before gravity kicked in.

Used to this Spidey landed on both feet unfazed. Sissy however landed on her butt and Herb on his stomach. "Owww..." Sissy whined before getting up. "Why did Aelita drop us off in midair? That's wasn't funny you know."

"It wasn't her," Spidey answered. "That's always happens when we get sent to Lyoko."

Just as Sissy got to her feet she looked down and realized she was wearing a completely different outfit. Her old familiar clothes and headband were gone. "Hey check me out!" She said looking at herself. Sissy now wore a red skintight bodysuit that covered her up to her neck but was cutoff at the arms. The tights were both flexible, and a bit revealing.

Sissy gazed down at her chest. "Wait, was I always this big?" She pondered before realizing it wasn't a bad thing. Then she noticed some smaller things. A pair of dark gauntlets adorned both hands up to her elbow. Similar designed boots were worn on her feet. A black choker covered her neck which had a small button on it Sissy could feel. "What's this do?" She pushed the button. Immediately a metal face mask covered her mouth and nose. "Whoa!" She exclaimed. Hitting the button again it released.

At the same time Herb was admiring his own new outfit. He wore a embroidered dark blue robe that went down to his feet. It had a long hood but he didn't have it up. His weapon which he's got to be a long staff that curled at the top. "Whoa...cool."

"So what do you guys think?" Spidey asked.

"Well it's not quite my style, but I'm liking this new ensemble." Sissy commented.

Spidey rolled his eyes behind his mask. "Actually I was referring to Lyoko. Not your new outfits..."

"It seems so real." Herb spoke up poking a nearby tree. "Yet at the same time I feel like I'm inside a video game."

"Yeah...what he said." Sissy said feeling the grass beneath her feet.

"Anyway, I want to see what weapons you two have. Appears that Herb is a Wirzard and the staff is probably your weapon and magic is your ability." Spidey motioned for Sissy to pull hers out but the teen just stood there and blinked. Resisting the urge to roll his eyes again Spider-Man looked at Sissy. "I think yours is on your back."

Hearing this, the brain put his arms around his back and groped around. Eventually managing pull the big thing off and hold it out in his hands. It was a saber, curved, silver with a hint of yellow inside, the handle has a rich color of blue with a small symbol of a bird. But it was no ordinary metal saber. It has yellow lightning sparking down the saber with the pictures of wings on the sides.

"A saber?" He said. "Cool" Without thinking he grasped it with both hands, tried to swing. It was harder then he thought but he swung it and suddenly let lose a yellow lightning bolt. The bolt shot off in completely the wrong direction and almost hit Spidey in the head.

His reflexes kicked in and bended back inhuman style as the bolt went over him. "Hey watch it!" Spider-Man yelled at Herb as he got up to his feet. "You almost took my head off!"

"Sorry..."

"Spidey," Sissy said struggling. "I can't find my weapon."

"Huh?" Spider-Man walked over to the dark-haired girl. "Weird I don't see it either...unless it's that thing on your back."

"What thing on my back?" Sissy found there was something small attached to her back. Pulling it off she found it was a small rod only about six inches in height. "What the hell is this?" She asked. "I got ripped off! This isn't weapon at all!"

Herb was also confused. Spidey on the other hand had a suggestion. "Try turning it."

"Huh?" Sissy thought it was a stupid idea but did it anyway. Suddenly the small rod shot up and grew in length until it was almost as tall as she was. Then a sharp blade over a foot in length shot out of the top of the rod along with the middle top where the blade was at brings out a axe, curve and lumber jack style. The rod itself was red in color except for the end piece which was gold.

"Wow," Spidey said surprised. "I think that must be a Halberd."

The weight of the weapon forced Sissy to carry it with both hands. "THIS is my weapon? I'm not sure whether to be impressed or scared! What's a halberd anyway?"

"It's kind of like a spear combine with a battle axe." Spidey explained. "Only the blade is longer and your can do more with it. Why don't you give it a swing?"

Nodding she swung forward only to underestimate the weight and get pulled with her weapon. She tried to swing it the other way to avoid falling down but almost took Spidey's head off but he parryed it with his Murasama Blade. Seeing the near miss she dropped it. "Oops! I'm so sorry Spidey dear!"

"Guess I was asking for it that time." Spidey sighed. "Don't worry, you two just need some practice. Which is why we're here." He turned his gaze upward. "Hey Aelita, how it's going?"

"Hello Spidey." Aelita's voice said coming from nowhere. "I'm acquainting Dawn here with the various functions of the computer but don't worry; I'm also monitoring you. Is there something you need?"

"Not yet." He shook his head. "Thanks anyway."

Sissy meanwhile had been looking left and right trying to find the origin of the voice. "Was that Aelita?" She asked. "Where is she?"

"She's still in the factory on the real world." Spidey explained. "The computer allows her and Dawn to monitor us and her headset allows her voice to be projected wherever we are and for her to hear us."

"So Aelita's basically watching our every move huh?" Sissy cringed. "Yeah that's not creepy at all."

"Princess knows what she's doing." Spidey said. "Now before we do anything else: look around. Right now we're in the forest sector. There are four normal sectors in Lyoko: forest, mountain, ice, and desert. There's also a fifth sector known as Carthage, but we just call it sector five. That sector is harder to get to but it's where we can get information on XANA."

Herb put his hand one of the trees. "Forest sector equals trees huh? So I guess there's a lot of ice in the ice sector?"

"...something like that." Spidey grunted. "Why don't we explore the forest sector for now? Hey Aelita can you send us the vehicles?"

"Sure! Just give me a minute." She said from deep within the factory. "Transporting the three vehicles to Lyoko is an important responsibility." She told Dawn. "Lyoko warriors often have little time to wait so getting it done quickly is necessary. Do you follow?"

"It shouldn't be too hard." She said. "I've dealt with similar formulas. Of course those were for completely different purposes-but still."

Back on Lyoko the three teens waited patiently. It only took a minute before the three vehicles materialized in front of them. Spidey immediately jumped onto his Acree bike. Herb eyed the overboard excitedly before climbing on and with only one choice left Sissy hopped on the overwing. Spidey sheathed his sword into the sheath on his left side.

"These are the vehicles Jeremy made." Spidey looks at Herb. "That's the overboard." He then glances toward Sissy. "And that's the overwing. I'm riding the Acree and often Aelita or Dawn will ride with me. Lyoko can be big at times which is why we need these to get to the towers in time. Later!"

Spidey rev the throttle and kick it into high gear as he popped a wheelie through one of the forest paths as he drove with Sissy and Herb right behind him. Sissy didn't seem to be having any trouble with the overwing but Herb struggled to stay on top of the overboard. He was wobbling from side to side as if he might fall off at any moment. "Whoa!"

"Hey be careful." Spidey warned him. "Odd's overboard is the most versatile vehicle, but it's also the hardest to control." Herb nodded and did his best to stay onboard. They continued their trip over the forest sector until Spidey thought they had seen enough.

"Okay, that's enough for now." He got off his bike. "Now you two need to pratice with your weapons if you're ever going to be competent enough to take on XANA's monsters."

Herb put back his staff as it shrink and hold on the belt around his waist and pulled out his saber but then suddenly seemed confused. "Uhh there aren't any enemies to shoot at. Should I slash my saber at Sissy?"

"You better not!" The dark-haired girl yelled at him; her face turning red with rage.

Spidey rolled his eyes. "The trees, genius. Shoot at the trees."

"Oh...okay." The brain then spent the time he had trying to improve his aim by shooting at trees and slashing. This turned out to be harder then he thought and Spidey soon learned the best place to stand was behind Herb.

When he wasn't trying to help Herb with his aim Spidey was giving Sissy tips for wielding her Halberd. Of course since he had never used such a weapon he didn't have a lot of tips but he did his best to improvise. Sissy's training was much more versatile than Herb's. She swung, stabbed, spun, and hit. It was effective as she learned to get the hang of her weapon but the lack of an enemy to attack meant she could only learn so much. Spidey had her practice a bit with trees but you could only do so much that way.

And Sissy was getting frustrated. "Uggh! This thing sucks!" She said throwing her weapon on the ground. "I wish I had something simple like you Spidey!" He briefly glanced down at his Murasama Blade and Star Saber and his other weapons under his suit before returning his gaze to her.

"Don't worry, you'll get the hang of it." He said trying to sound encouraging. Whether it worked or not was another matter. "Listen, we should stop for now. If we don't get back soon it'll be suspicious."

"Spidey?"

"What is it Aelita?"

"Ready to come back up!"

"Yeah, Beams us up, Scotty."

"Alright, hold on."

Aelita devirtualized Spidey first and then the two. They took the elevator back to where she and Dawn and the others were waiting. Then all of them took it back up to the ground level of the factory where they started to walk out.

"So what did you think of Lyoko?" Dawn asked.

"A technological masterpiece." Herb answered.

"Completely overwhelming." Sissy said.

They kept walking until they got out of the factory. Luckily Spidey gave them a break and said they could go back to school the normal way so they didn't have to go through the sewers again. As they were heading back he let them know they'd be doing this again real soon.

"In order to prepare for XANA we need to go back and train again tomorrow."

"Already?" Sissy asked. "I have other things to do you know."

"Sorry Sissy," Dawn said. "But once we get you trained and you get used to it you'll have more free time."

"I hope so." Herb titled his glasses. "I have homework to do. I can't risk my good grades."

"So we'll meet again tomorrow after school." Spidey told them. "Don't forget."

They had reached the dorms. Sissy and Herb went their separated ways. Spidey and the gang went back to their dorm room. It was dark outside so they prepared to go sleep.

As the others prepared for bed. Spidey grabs his laptop bag from the closet drawer. Goes into the bathroom as he closes the door behind him. He unzips it and got out his laptop and starts it up as he brings up a program for something.

Spidey types up a major one as he brings up a picture of William the real one, the evil verison, knowing it's time to bring him back to the real world. Thinking a way to do it, he look over his laptop to see his Murasama Blade in it's scabbard leaning against the wall. Using that sword can do it, he actually sneak Jeremy's laptop in here with Spidey. He connected his laptop to it and upload the program with the picture of the Murasama Blade and himself of a simulation with the evil William in it. Showing Spidey as William swung his big sword at Spidey, dodge it and Spidey punch him with all of his strength, William was toss back before he use his smoke to zoomed back at him. He turn back to normal and grabs his legs and toss him as he spun around and did it as Spidey was flying, only to flip and stop the force, before jumping back at William use the force as William prepares to parry it, but Spidey puts his hand on the handle of the HF Blade, finger on the trigger as the whole sheath glow in a fiery red, launching the katana in a small fiery explosion, one slash hortizonal, before flipping and gripped the sword with both bring it down vertical.

Spidey smiles at this, so he goes to bed as he puts up the laptops.

Unknown to him, Aelita was pretending to be asleep. Curious, Aelita went to the laptop where Spidey put up at.

Aelita opens it and watchs the program. She's looked at Spidey who was sleep now, he has a way to get back the real William into this world.

Now knowing, this can work. Aelita puts it back, before going back to sleep.

But where she's gets a dream from Jeremy, telling her to let him go, but she was shock that she has a crush, on Spidey. Dawn's boyfriend after they make love for each other. Knowing that she shouldn't tell this to them or this might ruin their relationship, unless if Dawn wants to share him with her.


	11. Chapter 11

Chapter 8

The next day all of the Lyoko Warriors went to class while the search for Jeremy, Odd, Ulrich, and Yumi continued. Odd, Ulrich, and Jeremy's parents (Yumi's had already known) were informed and showed up to praticipate in the search. Spidey and the gang were called out to be questioned and some angry parents yelled at them for being irresponsible enough to just let their friends run off like that. It wasn't easy but once it was over they went back to class and had to act like nothing had happened.

Sissy and Herb noticed and were sympathetic. Sissy tried to cheer them up (mostly Spidey) but it didn't have any effect. Giving up she could only look on sympathetically at lunch as the gang sat at their table quietly. But no matter how long the day seemed it couldn't go on forever.

The school day did eventually end and all of the gang met up in the same spot as the previous day. "So we're going to Lyoko again?" Sissy asked.

"That's the plan." Spidey nodded. The dark haired girl noticed lines under his eyes, but kept it hidden with his hat. They headed straight for the factory this time and did not go through the sewers. Getting into the abandoned factory they took the elevator down and dropped Aelita and Dawn off first along with the others except for Reneamon who stood along with Spidey.

Next they rode the elevator to the scanner room. They each got in a different scanner as Reneamon change to Vixemon as she got on Spidey's shoulder and waited. "Okay, Aelita, we're ready." Spidey called out as his spider suit came on.

"Actually I'm letting Dawn handle this one." The pink-haired girl let him and Vixemon know.

"Alright then." Dawn's voice echoed throughotu the room. "Here I go."

"Transfer Sissy...transfer Herb...transfer Spidey and Vixemon!"

"Scanner Sissy...scanner Herb...scanner Spidey and Vixemon!"

She hit the enter key. "Virtualization!"

The virtualization was successful and all of four of them were transferred to Lyoko. This time Sissy and Herb both managed to land on their feet. But looking around they realized they were somewhere different from their last trip to Lyoko. Vixemon went back to Reneamon as she stood on her feet beside Spidey.

"We must be in the ice sector." Herb said looking around.

Sissy rolled her eyes. "What gave it away?"

"The ice!" He answered without thinking.

"It doesn't matter what sector we've landed in." Spidey said. "It's not going to affect your training."

"So what's first?" Sissy asked after pulling out her halberd.

"I'm going to need to speed up your training." Spidey explained. "So you're going to be fighting us. That way you'll get a good feel for what a real fight is like."

"WHAT?" Sissy freaked out. "But Spidey dear you're way too strong. You'll beat Herb in like two seconds and me in thirty!"

"Yeah," Herb nodded. "Wait...what?"

"Don't worry, we won't actually be trying to hurt you." Reneamon reassured them.

"Wouldn't it be better if we just fought each other?" The brain asked.

"You'd be surprised how bad that could go." Spidey and Reneamon smirked. "Anyway we'll start with you Herb. I'll charge you and you have to stop me before I reach you. As an archer with your saber you have to be mindful of being caught by your enemies. You have to keep them at a distance if you don't want to get divirtualized."

Nodding Herb pulled out his saber and prepared himself. Spidey positioned himself far enough back to give Herb time to shoot at him. When he signaled that the was ready Spidey ran toward him. The wirzard shot at him as quick as he could. The first bolt Spidey deflected without any trouble. The second one he dodged and he didn't even manage to get the third out before Spidey knocked the saber out of his hands.

They tried again. Herb started to get faster each time and his aim improved. Soon he learned to shoot two bolts at the same time which Spidey found a lot harder to deflect or dodge. After a while they stopped as Spidey and Reneamon could tell Sissy was getting impatient.

"Just come at me." Renemon told her. "I'll just stand here and defend while you do your best to hit me." Nodding Sissy pulled out her weapon and slashed at Reneamon. She was clumsy and sometimes her attacks were quite off so Reneamon didn't have much trouble dodging or stopping her blow.

But like Herb she improved. Her attacks got faster and more precise. Reneamon actually had to try near the end to make sure she didn't knock her diamond sword in her hands which she made it out of her Diamond Storm move right out of her hands. "That's great Sissy." She complimented her. "But listen next time I want you to-"

"Spidey!" Aelita's voice rang through their heads. "We have a problem."

"What is it Aelita?"

"XANA's attacking!"

"What?" He exclaimed. "Already?"

"It's true." Dawn answered. "A tower was just activated."

Sissy turned to Spidey. "What are we going to do?"

Spidey gripped his fists tightly. "We're going to fight!"


	12. Chapter 12

Chapter 9

Spidey's Murasama Blade slashed right through the front of a crab effectively terminating it. Sissy twirled her halberd before driving it right into the side of a Blok. Another Blok was destroyed as Herb shot an lightning bolt into it from afar. Reneamon was in her second form.

"Alright Aelita," Spidey shouted at the pink-haired girl. "The way is clear. Now go!"

Coming out of her hiding spot Aelita made a break for the nearby tower. She was only feet away when a certain Lyoko Warrior was in her way. It was William still in his XANA form came out of nowhere and blocked her way. "AAH!" Only barely managing to stop and not crash into him. William smirked and swung his sword in attack.

Suddenly, Aelita run away as William chased her in his super smoke form, "Aww crap!" Spidey crused. Spidey ran with speed and suddenly he was so fast that to the others he was just a blur. Sprinting ahead he stopped right in front of Aelita just in time to parry the sword with his Captain America shield. Spidey decides to put the program to the use. Aelita hid behind him as Spidey punched him with all of his strength as William was sended flying from him. "Aelita head for the tower quick." Spidey said as Aelita runs at the tower...only to hear a creepy sound as she turn around to see a Scyphozoa makes it way towards her. "Oh man." Aelita gets away from the land squid. She managed to get back Spidey's back. "Shit." Spidey muttered as William came back in his super smoke form, Aelita grasped Spidey's back as she gasp and was scared.

Suddenly Kyubimon came in as she attacks the land squid, "Hold onto me Aelita." She nodded and held on his body, Spidey looks only to William grabs his legs and spun around two times and toss him with Aelita on him as Spidey and Aelita scream. "Spidey!" Kyubimon yelled. "Fox Tail Inferno!" The tails separated and light up with blue mystic fire. They launched and went flying at the Scyphozoa as they set fire on it and suddenly it screehed and exploded like fireworks.

Spidey and Aelita were flying but until they were stop by a wall of ice as he flipped and his suit brings out the Murasama Blade and the sheath. He jumped back with great agility as Aelita jumped off of him and spread her wings from her back and flew back with him.

William was about to get away from this place, only to hear a yell, Spidey was coming flying back. He was about to parry it as he puts up his Zweihander in front of him. Time seem to slow around them as Spidey puts his hand on the hilt of the sheath and hand on the handle of the HF crimson blade, finger on the trigger, charging up for the quickdraw attack. Suddenly the sheath glow in a fiery red as Spidey push the trigger and the Murasama Blade launched out in a fiery explosion and Spidey slash once hortizonal. William block it only to discover his sword was sliced in half as it dropped to the ground. William gasped as Spidey reared back the katana over his head still in the air and brought it down with both hands and sliced down the middle as William's wireframe glow green before he devirtualize.

Spidey stood up and with the flick of the right wrist, Spidey does a traditional samurai sheathing it's katana into the sheath.

Aelita let out a small gasp as she landed on the ground. "Thanks Spidey."

"No problem. Now get to that tower."

She nodded and ran inside. Making her way to the top she put in the code lyoko. "Tower deactivated."

Back at the bottom of the abandoned factory Dawn sat in the chair watching all of this happen from the monitor. Seeing the tower deactivated she clicked the enter key. "Return to the past!"

Suddenly everything that had happened that day was reversed. When time started again it was morning and everyone had forgotten everything that had happened besides Spidey, Dawn, Aelita, Sissy, Herb, and the gang. Which meant they had successfully stopped XANA from getting what it wanted. And William was send back to his room, already told about Yumi was dead and he was shocked about it, but he decides to find love in the form of Sissy, but he won't come in until a certain event.

Spidey and Dawn let out a yawn. Aelita was still asleep. "That went surprisingly well..." They muttered to themselves. Leaving their room along with the gang they headed outside. Class would be starting soon and even though they had already sat through it they couldn't just skip. Spidey's lack of attendance would be noticed.

They had only left the dorm for a minute when Sissy and Herb ran over to them looking excited. "Hey Spidey! Dawn! Did it work?" Herb asked. "Did Dawn do it right?"

"Do what right?"

"I think he means the return to the past." Dawn said clearing that up.

"Well of course it worked!" Sissy answered. "I even checked by having the same conversation with Emily that I had this morning. It was crazy!"

"Yeah, well it's pretty normal for me or Dawn." Spidey shrugged. Just then Aelita walked up to them. "Oh hey Aelita."

"Hey you guys," She greeted them. "Congrats on your first victory against XANA!"

"Thanks!" Sissy smiled. "How did we do?"

"Pretty good." Spidey answered. "You both defeated multiple monsters without dying and only made a few rookie mistakes."

"Not to mention you managed to got William out of XANA's control." Dawn added after she was told by Aelita and show her the program Spidey developed.

"Yay!" Sissy said wrapping her arms around Spidey in a hug.

"Hey!" He objected. Grabbing her arms he tried to remove her. "I said good job; I didn't say hug me!"

"You also did well Dawn." Aelita the dark blue haired young woman.

"Thank you." She smiled. "Though it was harder than I expected."

"You'll get used to it." She explained.

"So now what do we do?" Herb asked.

"Now we go to class...again." Spidey winced.

"Awww...really?" Sissy whined. "That sucks! Math was horrible enough the first time!"

"Well think of it this way Sissy." Herb pointed out. "You already know when the teacher will call on you so now you just have to be ready for it."

The dark-haired girl bit her lip. "But I already forgot what she was going to ask..." This casued the others to share a laugh. Just then the sound of a ringing noise could be heard all over the school.

"Well there's the bell." Aelita pointed out. "I'll see you guys after class." The others said they'd see her later and after a few waves goodbye they all headed to class.

They got through the repeated day without any trouble. It was slightly but certainly more boring. But the two newcomers were glad when they got the day off and didn't have to go train again. The next few days passed and though they did a bit of training they were mostly peaceful.

Soon the weekened arrived. Spidey and Dawn and the gang had been doing their best not to dwell on what happened and had been feeling a bit better recently. Spidey noticed however, that Aelita was still pretty mopey whenever she thought no one was watching. He and Dawn could tell she was still dwelling on what had happened.

Deciding to do something about it he approached her Sunday morning at breakfast. She had sat down to eat at an empty table so Spidey sat across from her. There were few other people in the cafeteria as a lot of the students liked to sleep in.

"Morning Aelita." He greeted her.

She seemed slightly surprised to see him there but quickly replied. "Good morning Spidey." Then she went back to eating.

"I was thinking Aelita...maybe we should do something together today?" He suggested. "What do you think? It'll be fun."

"Oh I don't know Spidey..."

"Come on, it'll take your mind off things." He told her. "Think: is there anything you want to do?"

"Well..." She swirled her spoon around her empty plate in a circle as she thought. "I guess we could go back to the Hermitage and see if there are any more clues about my father."

Spidey cringed. "That's not really what I had in mind. I think it would do you good to not worry about Lyoko for a day. We could do something that normal people our age do."

"Like what?" Aelita asked. "I don't think there's much we can do around here and we're not allowed to go very far."

"Well why don't we go see a movie?" He suggested.

"A movie huh?" The pink-haired girl thought about it as she started playing with her fingers. "Jeremy took me to a movie once. It was nice."

"Would you like to go again?"

"Alright," Aelita let out a smile on her face. "Sure it'll be fun."

"Great." Spidey said finishing his breakfast. "I'm sure it'll do us both some good." "See ya then!" Aelita waved goodbye as she picked up her tray and went to throw it away.

Well Dawn actually heard everything as she was sitting at an empty table but Spidey or Aelita didn't see her, well she can tell that Aelita has a crush or more like a falling in love thing. So hey, why not let Aelita to share him with her, so she wents to Aelita's room and help her with the date.

A few hours later Spidey and Aelita walked side by side out of the school grounds. Aelita changed into a outfit which was a black jacket with a matching black tank top with a giant pink star in the middle. She's also wearing a pink mini skirt with black leggings and replicas of Spidey's PUMA shoes pink and black, bit of makeup of dark pink and a white eye shadow creating a smokey effect above her eyes then has black eyeliner and glitter. Having a light peach lip-gloss on her lips, you see Dawn came to her room and told her that she approved Aelita to actually share him with you, help her to pick a outfit and applied make up for her. Aelita was shock at first this fact, but hey she wants Spidey she can have him with Dawn. Now she was skipping every few feet. Spidey was in his clothes with the backpack on his back, replace his hat with a Tyson Granger cap backwards, pair of NEMSIS sunglasses on his eyes, his Murasama Blade in stealth mode with the bullwhip on his belt with the revolers on the belt in the holsters hidden under the hoodie over them except for the sword and whip. Hidden under his sleeves were two metal bracers with the pictures of eagles and hidden blades about 16 inchs, activated by two rings attached to fishing line, his ring fingers tucked in and kept his gloved hands in his pockets. Aelita turned her head toward him. "It's a nice day isn't it?"

Spidey briefly directed his attention to the blue sky. "Yup," he nodded, "Hardly a cloud in the sky."

"So what movie are we going to see?" She asked.

"I didn't have anything specific in mind. Is there anything you're interested in seeing?"

"Well when I went with Jeremy he took me to a science fiction movie." She told Spidey. "But I wanted to see a romance."

"Oh...then I guess...we should see...a romance." Spidey was clearly not comfortable with the idea.

"Really?" Aelita said surprised. "Because we don't have to you know. It's okay."

"No," Spidey told her. "I want you to choose. A romance it is."

"Thank you Spidey!" She said sincerely. Aelita then grabbed Spidey's right gloved hand out of his pocket and held it with her own. Her hand was warm. The dark brown haired teen suddenly realized how similar what they were doing was to going on a date which they were. The thought (along with Aelita holding his hand) cause him to blush. Aelita hummed the whole way there.

They soon arrived at the movie theater. There were two romance movies playing so Aelita made sure to choose the one that seemed less girly to her. After all she wanted Spidey to enjoy himself as well. Then, after buying some popcorn with Spidey's money, they went inside the theater.

The movie had been out for a few weeks so there were very few people watching it. Aelita and Spidey got good seats and waited a minute before the room went dark. As the trailers played out screen Spidey glanced at over at his companion. The pink-haired girl seemed engrossed in the trailers. Every once in a while she'd stick her hand in the popcorn barrel and pull out a handful to stick in her mouth without taking her eyes off the screen. Spidey seemd relieved. So far this date seemed to be the perfect distraction.

After the movie

Aelita is walking down the street with a little skip in her step. "Wow, I haven't had that much fun in ages!"

"Yeah, it was a great time." Spidey said, walking right behind the still ecstatic girl. "So what did you think of the movie?"

"I thought it was sweet." She answered, slowing down so she and Spidey were walking side by side. "The ending scence was my favorite part. What did you think?"

Spidey shrugged. "It wasn't so bad I guess."

She smiled. "Don't be embarrassed! I won't tell anyone you liked it." They both laughed. "Thank you Spidey for taking me. It was very sweet of you."

He wasn't sure how to respond. "It was nothing. I just don't like seeing you sad. I thought it might cheer you up."

"You're a nice guy you know that?" She wrapped her arms around him in a hug. Spidey seemed surprised but hey give the man a reward after a second hugged her back. Ten seconds later she let go. "Come on we have to get back to the school. Let's go."

Spidey nodded in agreement. "I have to agree with you there Princess."

In order to get back at Kadic, the teens have to go through a back alley which currently has a gang occupying the corners. The gang has no more than 5 people just leaning against a wall. Well if they begin to mess with Spidey he will protect Aelita from them.

Spidey gestured Aelita to get in close to him as she moved in with his arm over her shoulders and they tried to past the gang without making eye contact with any of the members, no need to cause any trouble. Well the trouble is about to begin in 3...2...1.

Then all of a sudden, a guy with a shaved head and a black leather jacket reached out and grabbed Aelita's arm. "Hey cutie, how you drop the zero and add a hero." The guy said with a werid smile.

"Let go of me you creep!" Aelita pulled away, her heart beating fast as she was grabbed.

"Let go of her motherfucker!" Spidey pulled them apart and grabbed the guy by the neck as he stood in front of the man. "Let a another hand on her and trust me you will be send to the hopsital in a box." Spidey threating the man, he pale as Spidey toss him out of the alley with super strength.

"Yo boss, wants us to end this kid?" Spidey turned around with his spider sense tingling rapidly and saw a bunch of them walking towards him. Spidey slowly reach for his left side as he turns off the stealth camo off the blade and got into a quickdraw stance.

Spidey whispered to Aelita to run away and call the police, then he push her away before Spidey was circled by the entire gang.

Aelita was hesitant but eventually ran away, a couple tears running down her face as she pulled out her phone, all she can do is wish that Spidey will be alright. She rans to Kadic.

Meanwhile back at school Herb and Nicholas were lying around watching TV. They were having a peaceful day until Sissy suddenly opened the door and came inside in a huff. "I can't believe this!" She said in her shrill voice. "I can't find Spidey anywhere and I've searched the whole school! So much for convincing him to spend some time with me. Where could he have gone?" She pouted.

"You mean you don't know?" Herb asked.

What? You know where he is?"

"Well...yeah." He admitted. "I heard he took Aelita to the movies. I saw them leave the school earlier."

"Kinda like they were on a date." Nicholas chuckled.

"WHAT?" The sound of her loud voice forced the two boys to cover their ears with their hands. "I thought Aelita was still moping over Jeremy. I never thought she'd steal him from me like that! She's a lot sneakier than I gave her credit for."

Sissy turned around and headed for the door. "Where are you going?" Herb asked.

"I'm going to find them of course!" She said slamming the door shut behind her.

"But Sissy...they left hours ago." Herb sighed because he knew she was long gone and couldn't hear him.

The principal's daughter ran across the school and headed for the enterance.

Meanwhile Riley was walking around the school along with Blade Wolf and Dawn. But Dawn hearing something as she saw Sissy running for the enterance of the school. But the sound was crying, "Sissy stop!" Dawn yelled as she turned around towards Dawn. "Do you hear that?" Sissy hears it, Dawn and Sissy gasped as Aelita came running into the school enterance. "Aelita! What's the matter?" Dawn asked in concern, Aelita looked at her friends. "Dawn, Sissy it's bad Spidey is surrounded by some gang in an alley way, he told me to call the police and get all of you to help him." Aelita said, which made Dawn and Sissy gasp in shock.

Dawn told Blade Wolf to get everyone included William as he nodded and run to get them.

Meanwhile near the alley...

There were two figures walking down the street. One was a male, his late 40s. He has a heavy build, with dark hair and bread. He has many scars and cuts on his arms and face, wearing a broken down watch he got from his dead daughter, brown eyes, wearing a green checkered collared shirt, which is rolled up to his elbows, fainted blue jeans, work boots, carrying a brown wored leather backpack with the weapons of a rifle, shotgun, bow, flamethrower, on the right side has arrows, a bat, on his leg and back were two pistols (Weapons list: 9mm Pistol, Revolver, Shotgun, Bow, Hunting Rifle, Shorty, El Diablo, Flamethrower, Assault Rifle, Molotov Cocktail, Nail Bomb, Smoke Bomb, Shiv, 2x4, Hatchet, Machete, Pipe, Baseball Bat, and Military Sniper). Two was a 14 year old girl, fair skin with freckles, a scar on her right eyebrow, anburn ponytail hair tied by a red ribbon, pale green eyes, wearing a red short sleeve shirt with a long sleeve shirt under the first shirt, skinny jeans, black and white sneakers with a green backpack on her back. These two were by the names of Joel and Ellie, they came from a portal. These two were friends with Spidey about a few years back after he help them through the zombine infected and thieves. They were trying to find him, but they saw something down the alley and they gasped as they saw Spidey and run towards him.

Back at the alley...

Spidey looked at each individual man. Neither of them looked really impressive, it was just the numbers that intimidated him. 5-1 isn't very good odds for Spidey, unless you an superhuman, you are really real shit now!

Not wasting time, Spidey unsheathed his katana and landed a round house kick against one of the goons and landed a couple good extreme fast punchs against a couple others. He puts his blade to his foot as he took off his shoe and did some break dance moves killing two guys before they even came at him. He unsheathed his blade and put back on his shoe.

Then when Spidey turned around his spider sense goes off just in time as he dodge a punch by the leader. If that one punch would almost knocked out Spidey and would caused tremedous pain in his head. Spidey smile darkly, taunted him as the leader trying to punch him again and again over the time but Spidey dodge with speed until Spidey had enough with this guy as he jumped back from him and super kick into his chin as he was send flying into a dumpster. Spidey dusted off his hands. He turned around again and this time he walked right into a punch by another goon. That one punch almost knocked out Spidey but his head is hard like an hammerhead shark and caused tremendous pain in his head. He put his hand on his forehead to check the damage, its turns out he has an open cut on his head and he's bleeding bad.

He looked over at the goon and noticed that he has something attached to his hand, which he determined was brass knuckles.

'I hate those things.' Spidey thoughts.

Then like vultures, the goons began to punch and kick Spidey repeatedly while he laid on the ground, defenseless.

"Get em up!" The boss ordered pulling a knife out of his pocket. With help of the goons, Spidey staggered to his feet, completely drained of his strength.

"Say goodbye kid!" The boss sharpened his knife and before he can deliver the final blow, he was tackled to the ground by a shadowy figure. Revealed to be Riley as he tore the throat of the leader.

"Arf!" Riley bark as he stood in front of his master, when the others dropped Spidey and tried to help their leader, they were met by more shadowy figures which were Spidey's friends. This caused a huge brawl to erupt. Suddenly Spidey notices two more guys were coming at him but they were killed before they reached him. Revealed to be Spidey's oldest two friends Joel and Ellie.

"SPIDEY!" The bloody boy heard a voice call his name and he was met with a soft hug. He looked up and saw the tear stained face of Aelita ."It's ok, it'll be ok..." He heard her whisper as she tried to help him up, one of his arms around her neck for support.

"Hey girls!" Aelita backed up as she saw the now beat up boss, bruises all over his face. The worst part, he's still holding his knife.

As the bloody Spidey saw the man run at Aelita with the knife in hand, he used the last of his strength to jump front of them and stand in the way of the blade in order to protect them. A few seconds later, "AHHHHHH..." Spidey let out a scream in pain as his hard six pack ab stomach was penetrated by the shrap knife. Just as fast as the blade entered it left and the villain pushed him to the ground.

As Spidey fell to the ground, he heard of his little gang the Pokèmon and Riley and Aelita cry out his name in fear and sadness along with Dawn. As he drifted in and out of consciousness, he finally heard the sounds of police sirens coming from just outside the alley.

_Then everything suddenly turned white before to black..._


	13. Chapter 13

Chapter 10

When Spidey finally woke up, the sun was shining bright and a little bit peeked into his eyes. He looked around and noticed that he wasn't in his dorm or with his roommates, he was in a hospital bed. The walls were bland and boring except for a few pictures from sick kids from the past.

On top of that, pain in Spidey's head and stomach made it clear, last night was not a dream, Spidey looked beside him, was his clothes, backpack, sword, revolers, whip, and hidden blades on an table along with his Beyblade gear. Spidey looked down and saw a certain someone with bright bubblegum hair resting her head on the foot of the bed, with Dawn on the chair near by her with his gang sleeping, by her lack of moment Spidey realized that she fell asleep.

"A-Aelita?" Spidey said softly, so soft that she remained asleep. Suddenly, his spider sense goes off as there was a loud creeking noise and Spidey turned his head towards the doorway and was shock what he saw.

Joel and Ellie were standing there, Ellie has a open container of yogurt in her hand and grins on their faces. "Your finally awake!" Joel said, letting out a sigh of relief.

Ellie walked up to him and punched his arm softly. "So how's our hero feeling?" Ellie asked with a smile, Spidey took notice with the bandage upon his face which his healing activates as it reheal the skin.

After Dragoon inside Spidey's mind read their minds, they were going to stick with Spidey from now on.

"How do you think I feel?" Spidey said with a smile, which quickly faded. "How long was I out?"

Joel pulled up a seat from the corner and sat down. "Only about a day, doctors said that the surgery was successful and that you should be out in 2-3 days. But with your healing abilitys should be fine."

"Great..." Spidey rolled his eyes, not happy with being stuck in the hospital for that amount of time.

"Hey be happy you survived!" Ellie said leaning against the wall. "If we didn't show up when we did, those thugs would've finished the job even if you an superhuman spider or Ultimatrix wielder."

"It was you guys that saved me?" Spidey asked, looking at Ellie and then Joel.

Joel nodded his head. "Me, Ellie, Dawn, William, Sissy, Herb, Nicholas, and the gang hurried over when Aelita called and told us what happened."

"William?!" Spidey asked in shock. Even with the troubles between the both of them in tha past, William defended him.

"Yeah, he really concerned when he heard the news." Ellie said, looking out the window before turning back to Spidey and placed a hand on his shoulder. "What about her?" The tone in his voice is full of concern.

"She's alright, thanks to you." Ellie said with a smile. "If you weren't there, then she would be in the same position as you if not worse."

"She refused to leave you bedside, she was crying all night for you. Dawn stay with her and you to keep company." Joel said with a smile, before standing up. "You're her hero!"

Joel's final words made Aelita jump a little, she rubbed her eyes a little and when she looked up she met the smiling face of Spidey. Dawn woke up also as she smile. "Spidey!" Aelita cheered, jumping up to give Spidey an affectionate hug.

Spidey cringed in pain, but he didn't complain and hugged her back.

"We better give them sometime alone." Dawn whispered to Joel and Ellie and the gang and all of them exited the room. "Sweet breakfast!" Ellie silently cheered as she followed Dawn and the others.

"Thank you so much Spidey!" Aelita cuddled into his chest. "What you did was the bravest, nicest, and selfless thing I ever seen!"

"No need to thank me, Princess." Spidey told her, rubbing her back in a comforting manner. "Just knowing that you safe is the only reward I need."

Aelita raised her head and stared into his eyes, some fresh tears a forming in her eyes. "Do you really mean it?"

"Of course I do." Spidey smiled, wiping the wet tears from her eyes. "I'd do anything for you or Dawn, Princess."

Spidey suddenly had a revelation, the reason why he didn't he like Sissy as a girlfriend was because deep he doesn't love her. His true loves has been in front of him the whole time and he's angry at himself since it took him this long to realize it. With Dawn, now Aelita.

After a few minutes of staring into each other's beautiful eyes, it seemed like neither of them couldn't take it anymore. Spidey and Aelita both tilted their heads and leaned in for a long passionate kiss. After a long while, both of them finally separated.

Aelita looked like she was on Cloud 9. A relaxed smile is perched up on her face. Ever since she met the gang, all of them thought that she would end up with Jeremy including herself. But ever since her crush and friends are dead, the more Aelita saw Jeremy in a sibling like role.

Secretly, Aelita has been interested in Spidey for a while but has been too scared to pull the trigger, a main reason for this was because she was afraid of what the others would think about it. Now she really doesn't care about what they think, all she knows now is that she needs Spidey. Even Dawn let her to date Spidey.

"Does this mean what I think this means?" Spidey asked, as a large smile across his face as he stared at Aelita's face. How did he not notice how beautiful she is earlier?

"I guess it does." Aelita has a matching smile across her own face, she turned her head and dove in for another kiss.

As Spidey and Aelita were in a middle of a passionate kiss, the door creaked open and William entered the room and smirked whne he saw the couple. He is dressed in a red long sleeve shirt under a regular black tee shirt, he has on a pair of blue jeans, and a pair of boots. Then when the love birds didn't notice him, he crossed his arms and cleared his throat loudly causing the two teens to break apart.

"Oh sorry, was I interrupting something?" William asked, a smirk still visible on his face.

"N-No, we were just, uh..." Spidey scratched his head, trying to think of a legitimate excuse.

William shook his head and began walking towards his fellow teens. "Whatever it's none of my business." He said, standing over Spidey's bed. "Aelita, can you leave the room for a second so Spidey and I can talk privately?"

"Oh, um sure, I guess..." Aelita said as she got off of Spidey and walk out of the room, closing the door behind her.

"How're you feeling Parker?" William asked, pulling up a chair andd crossed his legs casually.

Spidey just shrugged his shoulders. "Good, I guess."

"Well, you're lucky we came when we did." William reached into his pocket and pulled out a couple pieces of gum. "Want one?"

"I'm good, thanks." Spidey said, facing his head towards the ceiling. "But why'd you do it, I mean we've had a rough relationship in the past before I saved you from XANA."

"Let me just say this Parker." William moved his chair a little closer to Spidey can completely hear what he's saying. "You and me are not friends and we'll probably never be friends, but I have respect for you and you have the right to live like everyone else."

Spidey nodded in agreement, they don't have to be friends but they have enough respect for each other to help each other when they need it.

"You have anything else you need to say to me?" William asked, getting ready to stand up from his chair.

Spidey thought about it for a second. In the past, he would've given William a piece of his mind because he going out with Yumi, Ulrich asked Spidey to stand up for him. But that was before he realized his true feelings, with their friends gone and found his 2nd soul mate in Aelita. He does still care about Sissy even though she is a bit of a bitch but he sees her in a little sister role, like how Aelita sees Jeremy.

So Spidey just shook his head. "No, you can leave if you have something to do."

"Yeah, I promised Sissy that I'd help her with her homework." William said, standing up from his chair. "So I'll see ya later Parker."

"Alright, later." Spidey said as William left the room, then Aelita returned a few minutes later."

"That was fast." Aelita commented as she walked towards the hospital bed. "Is everything alright?"

"Yeah, he just wanted to clear the air."

"That's good." Aelita pushed the chair William was sitting in towards in the direction was Spidey's head is. "Now where were we?" Aelita tilted her head down and the two madly in love teens resumed their make out session.


	14. Chapter 14

Chapter 11

Two months have passed since Spidey was hospitalized and released from the hospital. Spidey healed well and he is almost back to his normal self physically. Word has spread around quick that Spidey, Dawn, and Aelita were an triple item, much to the disappointment of the girls and boys that had interested in them individually. But for the couple, everything seems like it's going perfectly. Spidey is doing better in school with a lot of help from Aelita, who has found a passion for beyblading thanks to Spidey.

The two teens are now in their dorm room, two Spidey clones kissing each their girlfriends passionately. Occasionally one of them would break free to tell the other how much they love each other before going back to kissing.

The gang were out for the moment with Joel and Ellie, since they were doing this as they watch a movie at the theaters.

Right now, ever since Aelita has move in the dorm with Dawn and Spidey and their gang, she has her stuff move into the room with their stuff, showing some of her stuff by the fourth bed in the room.

Noticing the sky changing night, they decided to go to sleep. Aelita already in her PJs decides to sleep with Spidey A and Dawn with Spidey B.

They have dreams of making love except for the two Spideys.

(I'm not making going into detail about it)


	15. Chapter 15

Chapter 12

The next morning, Spidey return to his nomral self without the second clone woke up a little late after a peaceful night of sleep, notices Aelita and Dawn sleeping on him, so he kiss their foreheads and got out of bed and he changed, shower, brushed his teeth, and went for a walk with Blade Wolf, as he was walking around the school, he heard a beep coming from his phone. He quickly thought it was just Aelita or Dawn wishing him a good morning or wondering where he was.

After he sat down on a brench with Blade Wolf on his rear end, he got out his phone and turn it on and saw he recived one new text message. But when he looked at the number, he saw it wasn't from Aelita or Dawn or any of his friends. It was a message from Joel.

Spidey raised an eyebrow. He and Joel have a very good relationship to say the least, this was the first time Joel acknowledged him ever since they came here. Spidey took a deep breath and clicked a App on his phone to open the new message, his eyes scanned when he saw it was a paragraph long.

Spidey

This is Joel! I have received some news about a thing me and Ellie seen, some of the students here, feeling a bit under the weather. So, watch out for any people with hunching backs, lack of talking, gray in their eyes. The weather in the sky is looking a bit glooming and sickly gray. Now I'm warning you Spidey, keep your friends closer and enemies far way, way far from you and the group. Trust me on this, I think these people are probably turning infected by some virus or XANA. Keep up your guard.

-Joel.

In a curious state of danger, Spidey uses his spider sense as he looked around for any strange states like that.

Spidey put his phone down on the brench. The text message he got from Joel, has cause some strange thoughts. If there were any people turning zombines that can cause a major problem for the doctors or nurses like that, knowing some of these people don't know about zombines they going to get bitted and turn into them, Spidey looks at the sky and Joel was right, it was gloomy with gray and a bit windy. Spidey sees no way they can't protect themselves from this virus. Well, not exactly.

When XANA did it two times with Kiwi and the cell phone. After that, he created the Colossus to kill Franz Hopper, which XANA didn't shut down after that, and stop the gang from destroying him, Spidey felt like giving up right then and there. But he didn't. As half samurai, he lives to protect. He summoned his courage and put the giant monster against Dragoon, getting bigger then it, stopped it right there and there. Which ended with Spidey and Dragoon putting an end ot the Colossus, which was a MAJOR part in the gang killing XANA's plans, forever.

But now, Spidey just doesn't know what to do. He's the Ultimate Hero, the reason why he is, he lives by codes and honors of a hero and samurai, especially from Dawn and Aelita. But, Spidey's efforts that will not be enough.

Spidey was knocked out back to reality by the sound of his cell phone ringing, which was laying next to him. Not bothering to check the caller id, he answered call and put the phone to his ear. "Hello?"

"Good Morning Spidey!" Aelita and Dawn's upbeat voices came from the other end of the phone. "I'm calling to make sure you where are at."

"Oh, Morning Princess and Northen Light." Spidey responded, his back leaning against the little wall while he sat on the brench. "I just got changed and went for a walk, so I'll be heading to our usual spot."

With that, Spidey hung up the cell phone and let out a soft sigh. Spidey's usually one of those kids that wears his emotions on his sleeves like Ulrich and people can tell when he's upset by his body language or his forehead.

"We need to get off this planet." Spidey sighed.

He got up from the brench and he and Blade Wolf headed for the vending machines. While Spidey walked down the walk way, all he could think about was Joel's message. Would Joel's warning tells him to get gone along with the gang? Having to leave this place, leaving this school. But what happens if Aelita was leave behind, his princess. The thought of that alone wanted to make Spidey vomit.

There's only one way off of this planet. Leaving the dimension.

You see, Spidey has this magically train in form of a card. The Travelion or Solar Streak Express, it's only the way out of this dimension by traveling interdimensional. He only told Dawn and his gang about this, not Aelita or the others.

Spidey was a few feet away from the typical hang out spot, which is the vending machines, when he heard someone call his name. He looked up and saw the gang relaxing near a couple machine, excluding Sissy, William, Joel, or Ellie.

Spidey put his best fake smile on and checked his pockets, looking for any loose change he can find. "What's up mateys?" Spidey said casually, sliding past Herb and Nicholas so he can put his money in the machine and make his purchase, which was the hot chocolate. The hot chocolate is popular this time of year, considering the cold temperature.

"We were just talking about some things." Nicholas replied, a cup of orange juice in his hand. "I never knew about XANA until now."

"Yeah, that's what we do for a living." Spidey said with a smirk, leaning against the wall with Pikachu and Beautifly on him with Drago, Skyress, and Dojo on him.

The group continued to chat as they awaited the warning bell for first period class.

A few hours later

Spidey and the others exited their science class and headed to the lunchroom. Spidey, Dawn, and Aelita are hand in hand, smiles across their faces. Though Spidey still can't shake the text message he received out of his mind from Joel.

As they entered, they found themselves face to face with William and Sissy. Sissy and William are holding hands and look like they're in the process of leaving the cafeteria. Spidey, who hasn't seen or spoken to William since the hospital encounter find this very awkward.

William stared deep into Spidey's eyes for a few minutes, like he was searching for something within the brunette. Sissy just smiled kindly at her friends, though she did not dare break the silence. Then after a moment of awkward silence, William and Sissy walked passed the group without saying a word.

When the couple left the cafeteria, Dawn and the gang glanced at Spidey, who was just staring blankly ahead of him. He was still trying to piece together what just happened in his mind. Does William still have lingering hatred for him?

After a brief moment, Spidey shook it off and looked back at his friends, who were still staring at him and awaiting to see what he was to go next. "Come let's get some food before they run out." Spidey said with a small smile and walked ahead of the others. "I'm starving."

The gang gave each other a small glance before deciding to follow Spidey. The humans each got a tray full of food and took a seat in the normal table they sat at everday, the little sat on the brench near the gang. Spidey, Dawn, and Aelita of course sat next to each other by Spidey's sides while the other two sat across from the couple.

The gang of friends had a few conversations about random topics while they ate their lunch. Towards the end of the lunch break, the ringtone of Herb's cell phone filled the air so he instinctively pulled the phone out of his pocket and looked at the contact before answering. "Emily, what's up?" Herb asked calmly. A minute goes by with complete silence. "Emily, are you there?" Once again, there is complete silence.

Spidey's spider sense goes off. 'Crap.' Spidey thoughts, which Dawn sense it with her aura link to Spidey, after Dragoon told her what the text message, which Blade Wolf told the others not Aelita, when she knows what about to happened.

Suddenly, Herb's phone was covered in electricity and gave it's holder an electric shock. Herb, stunned, dropped his phone to the ground and jumped out of his seat. "Jezz, are you ok Herb?" Aelita asked, her eyes wide in shock. "I hate that piece of junk..." Herb grumbled to himself.

Suddenly there were groaning and moaning coming from a far away table. Spidey looks at the person who was moaning and groaning, noticing the hunching back, lack of talking, and the gray skin.

Dawn walked over to where Herb dropped his phone and picked the device up. After briefly analyzing the device, she let out an audible sigh. "I don't think it's your phone's fault Herb." Dawn showed it to the group, which caused them to widen their eyes in shock and Aelita almost broke down in tears. The Eye of XANA is clearly visible on the front of Herb's cell phone.


	16. Chapter 16

Chapter 13

"This can't be right!" Aelita yelled, luckily the cafeteria was empty since the other students had to go to class but they didn't know that the zombines already got to them. But when Joel and Ellie showed up to tell them that XANA is turning some people into zombines.

Spidey placed a hand on her shoulder in an effort to calm her down. "It's alright Aelita, we'll go..." Aelita pushed her boyfriend's hand off her shoulder and stared daggers at Spidey, tears in her eyes. "You don't understand Spidey, my father, my crush, and friends sacrificed their lifes for me and now it was all for nothing." Then in a fit of rage, Aelita ran out of the cafeteria.

"Aelita!" Spidey tried to call out to her before she got out of earshot. "You guys call Sissy and have her meet you at the factory." Spidey instructed everyone. "Aelita and I will join you as soon as we can." With that being said, Spidey took off in an effort to find with Reneamon and Blade Wolf follow him.

Dawn and the others ran for the factory as the zombines started to run after them, the start of the end is now.

At the factory

In the supercomputer room, Herb and everyone else made a surprising discovery. "About three sectors along with sector five had been deleted. Only one is there still is the forest sector." Herb stated after investigating the supercomputer. "What are you saying Herb?" Nicholas asked the brain. "XANA's deleting itself."

After taking this new information in, everyone made their way down to the lab and Herb sat down in the computer chair and typed a program into the keyboard. "I just activated the superscan, in a few minutes we should find out if there is an activated tower."

Just as Herb finished his sentence, the elevator doors opened and Sissy walked out with a smile, but she was not alone. William walked along side his girlfriend with a confident smirk.

"What are you doing here?" Dawn asked sourly, still a little bitter for what happened last time William was in the computer lab.

"I thought you could use my help." William responded calmly.

"We don't need any fucking help, especially from you." Ellie crossed her arms and glared at him.

"Be nice Ellie." Sissy scolded her fellow warrior. "He's clearly sorry for the way he acted in the past and all he wants is a chance to prove himself."

Before Dawn or Ellie could respond, the supercomputer flashed and beeped, indicating a tower has been activated. Herb quickly began to localize the exact location of the tower.

"Stop this useless bickering; you are all on the same team." Herb told them. "Now the activated tower is in the forest sector."

"Should we go to Lyoko?" Guilmon asked.

Herb thought about it for a minute before coming to a conclusion. "Yeah, you, Joel, and Ellie go to take care of the monsters guarding the tower." Herb said before turning around to look at William. "William, you standby incase of an emergency."

William just rolled his eyes and leaned against the wall. "Whatever..."

Sissy, Joel, and Ellie all headed for the elevator and pushed down the button to take them to the scanner room. As the elevator door opened, the three of entered the empty scanners then waited for Herb to work his magic.

"Here we go." Herb cracked his knuckles and began the virtualization process.

"_Transfer Sissy! Transfer Joel! Transfer Ellie!" _

"_Scanner Sissy! Scanner Joel! Scanner Ellie!"_

"_Virtualization!" _

Next thing they knew, Sissy, Joel, and Ellie were floating above the forest sector and the teens along with the adult landed on one knee as they fell. Herb quickly materialized the Overwing and Overboard, which resulted in them boarding the vehicles and taking off towards the activated tower, which was already in site.

At Kadic

"Aelita?!" Spidey, Reneamon, and Blade Wolf busted open the door to their dorm room only to find no sign of his second girlfriend. He sucked his teeth and turned back around to continue his search, only to be face to face with Taelia.

"Hey Spidey, do you like my new outfit?" Taelia asked, pointing to her purple tank top with a glittered pink butterfly in the middle and her bedazzled jean shorts.

Spidey rolled his eyes and simply walked past her, a little frustrated. "Sorry, I'm a little too bust to chat." He didn't go with his gang before Taelia grabbed his wrist.

"Not before you tell me what you see in that pink haired floozie or that dark blue haired trash." Taelia.

Spidey frozen for a second, before shaken a bit as he turn his head towards her glaring like the Batman. "WHAT the fuck! you call Dawn trash! Well for one thing, they're not two spoiled little brats like you, Taelia BITCH!" Spidey said with a angry face before pulling out of her weak grip and running off.

Taelia put a hand on her side and growled angrily. "No matter what it takes, you will be mine Spidey Parker!"

"Hey look, Taelia has no shirt on!" One of the studnets laughed along with the others as Taelia notice her tank top was gone! Spidey musting done a Sly Cooper steal on her without her know it. Blushing in embarrassment, Taelia looked at the direction where Spidey and his two members took off. Not knowing a horde of zombines coming and started bitting everyone included her.

"If she's not in the dorms, where else could be?" Spidey asked himself as he, Reneamon, and Blade Wolf ran out of the dorm building. Knowing he stole the tank top from Taelia, he would give it to Aelita for her birthday or something like that, but the purple has to go and change it into jet black. Put it up in his backpack, he has everyone stuff packed inside, including Aelita's. "Unless..." Spidey and the gang stopped for a moment, partially to catch his breath but mostly to think clearer. "How could you forget about the Hermitage! Spidey yout idiot!" Spidey yelled at himself before digiolving Reneamon into Kyubimon and mounted her on her back. "Hit it!" Kyubimon nodded and she and Blade Wolf runs towards the woods.

Lyoko

Ellie has a big goofy grin across her face has she recklessly piloted the vehicle, as she took pleasure in the rush of narrowly avoided obstacles.

"I really like this…"

"Stay focused Ellie, remember we have a job to do!" Sissy growled as she's quickly getting frustrated with her friends lackadaisical behavior.

"You don't have to worry, I'm as focused a- " Ellie was interrupted by a laser, which just narrowly missed him.

They looked down and saw Xana's monsters ready for them, two Krabs and one Kankrelat to be exact who are guarding the activated tower.

"Alright! Time for target practice!" Ellie yelled as she shot a couple bullets from her gun at one of the Krabs, each bullet just missing the eye of Xana.

As Ellie fought one of the Krabs, Sissy is currently being teamed up by the other Krab and the Kankrelat. With her halbred drawn, Sissy is able it protect her life points from being hit. Unfortunately, the Overwing isn't as safe. The vehicle eventually got hot enough to be destroyed, forcing Sissy to abandon ship. Once she landed, she quickly twirled her halbred and got into her battle stance. Joel has his shotgun out and was quickly defeating the Krab.

"Shield!" Ellie yelled to protect himself against a couple of the Krab's bullets. Ellie then turned the Overboard around and prepared a dive towards the monster. "Kaboom!" Ellie yelled as she and the monster exchanged attacks. Ellie got hit in the leg, causing her to loss 10 LP but she managed to stay on the board. Fortunately, Ellie's bullet from her gun managed to hit the Krab right in the middle of the eye of Xana. "Yes!" Ellie cheered as she turned around to help Joel.

"Yah!" Joel let lose a shotgun bullet with a fierce battle cry. The pellets flew past the second Krab but managed to cut through it on the way back around. Then Sissy made quick work of the Kankrelat with a single slash from the halbred.

"That's right! She's the best!" Ellie cheered as he did a little celebratory dance on top of the Overboard.

Joel rolled his eyes, still slightly keeping his guard up in case more monsters showed up.

"Don't get too confident Ellie, I have a feeling Xana won't give up that easily." Herb said, keeping an eye on the radar.

Ellie is now piloting her vehicle while doing a headstand. "Relax Einstein, whatever XANA sends our way we'll knock down!"

"Watch out!" Herb warned, when suddenly two Tarantulas appeared from behind the tower.

Not giving Ellie time to get up from her headstand, the monsters fired 3 shots at the defenseless Ellie, quickly devirtualizing her.

"Ellie!" Joel yelled and quickly drew his shorty then tried his best to shot the fast and powerful lasers of the Tarantulas.

The 2 on 1 and 1 assault soon became too much for Joel along with Sissy and they eventually suffered the same fate as Ellie.

"No way!" Herb said to himself loudly.

"Something wrong?" William asked, walking over to the computer to see if anything interesting happened.

"Ellie, Joel, and Sissy are all devirtualized and I still can't get a hold of Aelita!"

"Should I go to Lyoko?" William asked, ready to rush to the scanner room

Herb thought about it for a minute but eventually shook his head. "Not yet, wait here for Aelita and Spidey, who should be here soon."

Herb then entered Spidey's number and decided to see what taking him so long.

Forest

Spidey, Blade Wolf, and Kyubimon are currently running in the forest, the Hermitage now in view. Just as Spidey was about to open the door, his phone rang and when he checked the Caller ID he quickly picked it up as he dismounted Kyubimon.

"_Herb, what's up?"- S_

"_It's a disaster over here, Sissy, Joel, and Ellie got devirtualized and the tower's still activated. We need you and Aelita here immediately!"- H_

"_Alright calm down, I just arrived at the Hermitage so just wait a couple more minutes."- S_

Spidey hung up and entered the ancient house, he couldn't help but feel a little intimidated as he looked around at all of the knocked over and destroyed furniture.

"Aelita!" Spidey called, hoping to get some sort of response back. He walked up the stairs and opened the door to a familiar Aelita's destroyed old bedroom. As he walked in, he saw a familiar pink haired girl curled up in a ball on the bed, letting out loud and painful sobs.

Spidey sits next to her and placed an arm around her. "It's gonna be alright Aelita." Spidey said softly, trying to comfort her.

Aelita rested her head on his chest as she cried and eventually she calmed down. She's now sniffling as Spidey held her, feeling safe in his arm.

"I'm never going back to Lyoko…" Aelita said, breaking a short moment of silence.

"You don't mean that Aelita." Spidey responded, rubbing her back softly. "You're the only one that can deactivate the towers on Lyoko."

Aelita suddenly jumped up, looking in his eyes. "I can't go back, I already lost my dad and my friends during this war with XANA, I can't lose anyone else." Aelita teared up a little again. "Especially you."

Spidey sighed, remembering about leaving this dimension, but he quickly blocked those thoughts out and held her hand. "You can't go on living like that." Spidey told her. "You have to face your fear before it consumes you."

"Don't you understand, I can't do that!" Aelita yelled at him suddenly before going back into her sad previously state. "I'm not strong enough…"

"You're a lot stronger then you think." Spidey told her. "The only thing holding that's you back is yourself."

"What do you mean?" Aelita asked, no longer sad or angry but interested in what he has to say.

"You're a powerful warrior on Lyoko but the only thing stopping you from being the best is your fear." Spidey said. "You're afraid that you'll let us down, that you'll fail on Lyoko. It's ok to have fear, everyone has it, it's how you conqueror it that determines a real warrior."

Aelita looked down at the ground, digesting what her boyfriend just told her.

"I won't force you to go to the factory with me but you have to make a choice." Spidey let go of her hand and stood up, towering in front of her in this situation. "You either come with me and we go deactivate the tower together or you stay here and let not just your friends down but the entire world."

"You're right Spidey I'm scared, I'm scared I'll lose you and the others to XANA." Aelita gulped audibly, but she even surprised herself when she arose from her seat. "But as long as your with me, I will never back down!"

Spidey smiled and motioned towards the door. "Come on, the others are expecting us."

Aelita nodded and smiled back as the couple ran out of the house, remounted on Kyubimon and head towards the factory.

Noticing the zombines coming at them, Spidey told Aelita the plan to leave this planet, she was shock but Spidey told her he can get everyone off of this planet, knowing the virus spread around the world.

Factory

Herb's eyes are glued to the computer screen, staring at the 2 red dots that represented XANA's monsters.

Sissy and Ellie are sulking by the holomap, mentally kicking themselves over their most recent failure along with Joel. While William is waiting impatiently by the elevator.

A few seconds later, the elevator door opened up revealing Spidey, Kyubimon, Aelita, and Blade Wolf inside. "Sorry we're late." Spidey said with a smile.

"At last!" Herb turned his chair around to face the group. "Head to the scanner room, you five are headed to the forest sector."

"Five?" Aelita asked the brain.

"Yeah, I'm gonna help you out." William stated, which surprised the couple.

Aelita looked up at Spidey, who didn't look upset at all. "Well, what are you waiting for? Let's go." Spidey told him, which surprised everyone in the lab.

William nodded and accompained Spidey, Kyubimon, Blade Wolf, and Aelita in the elevator, pressing the down button as he entered.

The three teens and Digimon and cyborg wolf soon arrived in the scanner room and they each entered an individual scanner.

Transfer Spidey! Transfer Kyubimon! Transfer Blade Wolf! Transfer William! Transfer Aelita!

Scaner Spidey! Scanner Kyubimon! Scanner Blade Wolf! Scanner William! Scanner Aelita!

Virtualization!

The three warriors and wolf and fox Digimon materialized above the Forest Sector and fell to the ground, landing on one knee, except for Kyubimon and Blade Wolf. Spidey remounted Kyubimon with Aelita right behind him.

"Sorry William, but I have no more vehicles left for you execpt for overbike or Acree bike." Herb told him through the head piece.

William, who has the same attire from when he was under XANA's control except with no eye of XANA in the middle of his bodysuit, smirked. "That's fine, I have my own way of travel anyway." Suddenly, William's virtual body transformed to smoke and accelerated down the path leading to the activated tower, leaving Spidey and Aelita in a state of awe before they followed him.

At the site of the activated tower, the Tarantulas quickly noticed the super smoke and fired their powerful lasers at the smoke with no effect. One of the Tarantulas noticed Kyubimon running towards the activated tower and began firing at her along with Blade Wolf.

Blade Wolf's visors slammed over his eyes. "Combat mode activated." Blade Wolf said and jumped over Kyubimon as Spidey drew his Murasama Blade and began deflecting lasers, buying Aelita enough time to activate her wings and abandon Kyubimon in order for her to make it to the tower alone.

William then appeared in his solid form on top of one of the Tarantulas with one foot on its head and the other on its arm, he then summoned his Zweihander and stabbed the eye of XANA with his brute force. William finally jumped off the monster before it exploded, smiling at his work.

Spidey and Kyubimon dodged and blocked lasers with his sword before sheathing it and activated the Ultimatrix, selecting a form and found it as he slammed the dial. He then did a backflip off of Kyubimon transforming into Humongosaur in mid air without the bright green light, as he flipped in air as Aelita looked back to see Spidey transforming into Humongosaur and landed prefectly on both feet. Humongosaur swing his tail and rammed into Tarantula, destroying it as it went flying down to the digital sea and caused a blue light shot up.

Humongosaur looked back at William and noticed that he made quick work out of the other Tarantula, causing him to smile. He soon heard a rumbling, which caused him to turn around and slap the Ultimatrix dial, four prongs pop out and changing into Ultimate Humongosaur.

A Megatank began rolling down the path they came from and appeared right in front of U. Humongosaur, it opened it's shell and quickly fired one of it's massive lasers at him. This forced U. Humongosaur to cross his arms and block the blast. Spidey is already having trouble blocking, the power behind the laser is pushing U. Humongosaur back, even while he's trying his best to stand in place.

Acting quickly, William activated his super smoke and accelerated to the side of the Megatank along with Kyubimon and Blade Wolf and gave it a powerful shoulder block when William returned to his solid form, the force caused the monster to fall off the edge and into the digital sea.

William then walked up to U. Humongosaur, who is on one knee after he became exhausted after blocking the Megatank's laser.

He soon stood up and nodded at William. "Thanks."

William smiled and nodded back.

Aelita finally arrived at the activated tower and entered the tall structure, knowing this may be the last time they coming to Lyoko. She walked to the middle of the first platform and looked up, causing her to levitate to the second platform. She then walked to the middle of that platform, causing an interface to appear. Aelita placed her hand on the middle of the interface and entered the code LYOKO. "Tower deactivated!" Aelita said to herself as screens fell behind her.

Meanwhile zombines found their way to the factory. Herb saw them, they were cure of the virus, but didn't happened.

After the devirtualization and Spidey got out of his alien form, the gang saw the screens full of zombines as they try to make their into the supercomputer room.

"What are we going to do?!" Nicholas yelled.

"I think it's time to leave this dimension. Spidey?" Aelita asked as Spidey nodded and got out his Solar Cell Morpher of the Solaris Knight and beings out the Travelion card as Spidey puts the ticket into the clipper and punch it a hole on it and the Travelion card shining bright in a golden light. Suddenly the elevator doors open up as a white light consumes inside as it changes to inside of a train station, there was a loud train whistle as the Solar Streak Express shows up as it pulls into the station and Spidey and the others get into the station. Aelita, Herb, William, Sissy, Nicholas, and Riley got ahold of their Lyoko forms, the train stops with a hiss as it puffed out smoke from the bottom. Jenji appeared from Spidey's pack. "All board!" He yells as Spidey got into the cockpit of the train as Pikachu and Beautifly got in there along with Dawn, Piplup, and Aelita as the others got into the passenger cars.

The supercomputer shuts down as XANA kills himself. The horde of zombines got into the supercomputer room from the top, the elevator doors closed.

"Let's roll." Spidey sits in the chair with Jenji shoving coal into the furnace, he pulled a lever, causing to the train to spin it's wheels and chugs forward as the train's whistle goes off.

The zombines try to get in, the train leaves the station as it thunders down the tracks, about two miles later it reach the ocean, the Solar Streak suddenly lifted into the air as it flys from the tracks as they disappeared and the Solar Streak flew into the air as it open up a portal and went there.

The Solar Streak flys through the darkness of the dimension tunnel. Spidey sighs knowing they ain't coming back to their dimension which was the Code Lyoko Universe, they set to find a new home in the next universe.


	17. Chapter 17

Chapter 14

In the next universe...

On planet Earth, where all the people and animals live on, there was something going on, a tournament was going on.

A championship tournament, it's called the Beyblade World Championships Tourament, in this thing it like a Pokèmon league championships except without the Pokèmon, in order to entered into the championships, it's takes about eight badges, then after you got all eight of them, you need to traveled to Motorcity by boat which the city is on an island, the golden city, literally made of pure 24k gold, except for the people, the buildings, and cars. They mean the big stadium loacted in the center of the city, to win the championships of top Beyblader team, you must beat the Golden Royals, a five men team that lives in a golden castle, literally they are royal like a king or queen or princes, their Beyblades are plastic generations, meaning Bit Beasts, theirs Blades are golden along with their Bit Beasts. The look like of 5 Sacred Beasts, like the Bladebreakers. Their names are Eric, Gaston, Clay (Trazan), Captain Silver, and Charles Lee (Assassin's Creed 3).

On the other island, where the gyms are at. Only to battle, is by Beyblading, the gyms has beystadiums, based from the previous epsiodes of the Beyblade series. If the challengers win they get the badge, you have to make the beyblade of the gym leader to stop or knocked out of the stadium. The badges is the entery of the league. The age for them leave town is in their teens years, a gang of bladers will go on a journey, go to these eight cities and win the badges. The names of the cities are from the Pokèmon series first one, but will have a mixed of all of the series.

Oh, one last thing, this along with an actual Pokèmon contests, so anyone can entered into it.

Right now, in Metal Bey City, where its starts from...

It was a normal night in Metal Bey City. 'Normal' meaning that everyone is sleeping or Beyblading for training or doing something Bey related. Metal Bey City is named for the many Bladers who live here. If you live in this city and you don't know what Beyblade is, then you are not normal.

But the night was about to be over it was about 5:00 AM in the morning. Speaking of things that are not normal, just 5 miles away from the city around a forest clearing, it's probably not normal for white light portals to appear out of nowhere in the sky. It's also probably not normal for a red, blue, and gold express train coming flying down and magical railroad tracks to appear, the train landed on them as it rolled for a few moments. Anyone who was in the forest camping would be amazed and slightly spooked if they saw a train coming out from a glowing portal on tracks.

Of course, no one was in the forest. Which was good, because seeing a massive train coming out of a portal in the sky would have raised some questions that the people in the train didn't feel like answering.

Suddenly the people came out of the cockpit of the train as Spidey jumped out with Dawn and Aelita in his arms as Beautifly and Pikachu flying down along with the others in the passengers car got out.

Spidey cracks his bones as the Solar Streak Express change back into the card and went back into Spidey's pocket along with the Laser Lamp as it went on the belt.

"Crud, that was a ride." Spidey said as he walked around for a bit.

"Same here." Dawn and Aelita said together.

Spidey look around the forest, until something perked his curious state a light was glowing in the forest, so he told everyone to set up camp. "I'm going to find out what that's light in the forest." Spidey said as he give everyone the camping gear. He, Joel, and Ellie went to investigate.

As they walk towards it, more it's getting brighter, about 9 seconds it become so bright that he, Joel, and Ellie covered their eyes from the light as it consumed them in it.

About a few hours later...

It was morning in the city. The sun was shining brightly, the birds were chripping freely, the wind was blowing gently as people were going to work or picking up some stuff for their homes.

Well, there was one boy walking towards to a store for something was going down. A boy about 15 year olds, lighter skin, long black hair spiked up in the front with one hair angle to the left over his forehead, a ponytail in the back of his head past his shoulders, brown eyes. Wearing an blue in the front and red in the back with a white lined brim baseball cap wore backwards on his head, an red jacket short sleeves with white highlights, collar flicked up just to his chin; covering his yellow tee-shirt long sleeves which were removed. Dark blue jeans, red and white with a single blue strap over the feet shoes, fingerless cobalt hole in the back gloves, black arm band blue and yellow strap Beyblade container on the left arm, an HMS launcher with a red G-winder cord stowed in the back of his belt. This is the three time world Beyblade champion Tyson Granger and his Beyblade is Dragoon MSUV with his Bit Beast Dragoon.

Now, you see Tyson was heading for the B-pit where his friends were meeting at the place, something was going down. So he walks through the crowd towards the store. About 3 minutes later, he reaches the place, and goes in.

The B-pit shop has counters and displays full of Beyblades and launchers, there was an spiral staircase in the corner of the rooms leads down to the basement but some of repair shop and living room, wooden counters.

Tyson goes down the stairs as he sees his friends and girlfriend.

One was Kai,

an tall and muscular young man about 16 years old, bangs of darker shade of gray spiked up in the front while the back of his hair is black in a ponytail, light purple eyes, wore an purple pants with a purple top and black vest above with red stripes and yellow buttons. White scarf and cobalt blue face-paint, black fingerless gloves, and black boots/shoes his Beyblade Dranzer Metal Spiral and Bit Beast Dranzer. Two was an young man about 16 years old with long black hair wrapped in an long ponytail to the knees by an white band. The rest of it sat spiked on top of his head, light skin, golden eyes with cat-like pupils, wears an red bandana and red fingerless gloves with the yin-yang symbol on them, his white shirt with yellow trims on the sleeves and front of the shirt with blue sashes on them and an red belt sash on him, black pants, black shoes and has an flexible, lean build and his Beyblade is Driger MS and Bit Beast Driger, this was Ray Kon. Three was an 14 year old young man with blue eyes, light blonde hair spiked up, white skin, wears a green and yellow t-shirt with an orange 'M' on his left chest overall darker orange as it is folded between his waist, dark green gloves, a beyblade container behind his orange trousers and green, white and orange shoes and his Beyblade is Draciel MS and Bit Beast Draciel, his name was Max Tate. Four was an 12 year old kid with spiky, red hair slicked back, tan skin and green eyes. He has a noticeable scar on his forehead shaped in a large "x" from an accident when he was younger. He sports a blue shirt with rolled-up sleeves and the collar and hem ripped and jeans with the left leg ripped to his upper-leg and purple and white shoes. A purple pack around his waist where he keeps his Beyblade and launcher and his Beyblade is Strata Dragoon MS with the Bit Beast Strata Dragoon, his name is Daichi. Five was an 14 year old small-built girl with brown hair and eyes. Her hair is styled in a messy way, with her bangs covering her forehead and hair extending to her shoulders, curled out. She wore an orange jacket with a black shirt, jean shorts, and orange and white shoes, her name is Hilary. Six was an young man, light skin, short brown hair extended over his eyes, covering them, spiked on top, big blue rim circular glasses atop his head. He wore an pale green uniform-like shirt with a green tie, pale brown knee-length shorts, white socks, and blue shoes, this was Kenny or the Chief for short. Seven was an girl, the girl was about 16 years old with short maroon hair that goes down to her face, but extends to her shoulders at the back of her head with a small curl on top, wearing yellow rim with blue glass goggles on top of her head. She had bright turquoise eyes, and wears a short pink jacket with yellow buckles over a white shirt with a blue "B" on it and pink shirt, that has a brown belt that is around it with gold buttons and a pink and gold pouch and on her hands were hot pink gloves. Short dark blue skirt wavy with long navy blue socks that reach up to her thigh with a pink tirm and brown boots with golden buttons, this was Madoka Amano.

"So, what's today plans?" Tyson asked as he sit on the couch.

"Well, I heard that Mr. Dickenson send out a poster about the new world championships, but two things are different about this tournament. One in order to entered into the championships it's takes about eight badges from each eight cities and defeat the gym leaders. Two, we need about least six bladers for this thing. Some of them will do with four bladers, our bladers are five bladers some of the battles will do sometimes a six battle. After we got all eight badges, we traveled to this city called Motorcity, it's on a island. So we going to find our six blader and get him or her to join us." Kenny explained as he got out the postar from the BBA.

"So we need to find him or her eh? I think we going to visit some of the parks that kids are Beyblading at. If any of you see the six blader call on your phone." Tyson said as everyone nodded.

"Let's go and find that six blader." Max said with a smile as everyone got up and went for the door as they went separated directions to find that six blader.

But the six blader was under their noses...

As Spidey, Joel, and Ellie woke up on a small hill nearby a river. Spidey shook his head, along with the other two as they got up to their feet and began to look around and survey their surroundings.

The place looked normal. Too normal. They began to wonder if they were even near the forest. For all they knew, they could still be in this new dimension for a long time.

Spidey, Joel, and Ellie decided that they should look around and try to figure out they where were at. They didn't recognize anything so if they were in their dimension, then they were in a different city.

Joel saw a newspaper on the ground and picked it up and show it to Spidey and Ellie. The title said Metal Bey City Times.

"Metal Bey City? I've never heard of that city before." Spidey said as he, Joel, and Ellie walked. As Spidey turned to the sports section, they saw a small article about a Beyblade World Championships tournament that is about to happened within four months that is hosted by the BBA.

"Wait? What does the BBA mean?" Ellie asked.

"I think it's stands for 'Beyblade Battle Association'. It's actually a company hosting Beyblading championships or Beyblades to use for fun or something." Spidey said.

Ellie nodded at this information, as Spidey gets out his Dragoon GT beyblade. Then Spidey finally heard something familiar. It was a sound he knew well. The sound of Beyblades crashing against each other. Spidey gestured his friends to follow as they followed the sound to a park where some kids were battling in a local beystadium.

Spidey watched them battle for a while but he was impressed. These Bladers were very good.

Reasons?

At first, he was amazed at how they battled with their plastic Beys. They didn't have Bit Beasts, but these kids know the true meaning of beyblading. Hey if these kids love the sport of blading, Why not Spidey can join in to play the sport.

One of the kids unleash a final attack and knock out the other Blade out of the stadium. "Ah man, my blade." The kid said with a sad tone.

"Next time, you do that again. Your Blade will be mine." The kid who was older said with a angry tone.

Okay, that kid is need to be teach a lesson. Spidey thought as he walked up to the little kid's blade and picked it up, notice the blades' looked like it had been through hell.

The Weight Disk was cracked in several places, the Attack Ring is all but destroyed, and part of the Blade Base was missing, not to mention all of the scratches there were on there. Spidey looks at the older kid who is about to walk away, Spidey quickly gets out his Beyblade repair gear from his backpack. Taking off the Attack Ring and Weight Disk, taking out the Spin Gear, putting the Spin Gear in his hand, he replaces the Blade Base with a new one along with a Weight Disk, and Attack Ring, removing the Bit Chip, clicked it into the Attack Ring, and put it all together. Spidey smiles at the new repair Beyblade.

"Hey kid." Spidey said to the little kid.

"Huh?" The little kid said.

"Your Blade is repaired, tell me you want me to teach a lesson to that idiot who tore your Beyblade up." Spidey said with a kind smile.

The kid look at Spidey, then to the older kid. The kid turn back to Spidey, "Yes."

"HEY STINKY CRAP!" Spidey yelled to the older kid.

"What?" The older kid said with a confused face.

"You and me. Beybattle NOW!" Spidey said as he held out his Dragoon Beyblade. "Try and beat me against my Dragoon GT." Spidey taunted him as the older kid sighed.

"All right if you lose that Blade will be mine." "If I win you will quiet Blading forever and I'm going to beat the crap of you who win against the kid who you beat without a chance. Got it, you fucker pig." Spidey smirked as the kid's face turn red with rage.

"YOU'RE ON!" The older kid scream as he got out his Beyblade and launcher as he aimed it at the stadium.

Spidey cracks his knuckles and smirked. He reached behind and unbuttoned the blue holster holding the white grip with the launcher on it, brought it in his left hand and held it out, reached behind to his right side and pull out the yellow dragon ripcord from the right side of his hip in his jeans' belt holder, inserted into the blue left shooter as it rotated with several whining clicks until it was done, he put on the grippers on the grip light blue rubber types three of them testing the strength, got out his Dragoon Wind up key and turn the engine gear with the key about couple times until he heard two clicks of it, removed the key and put it in his pocket, turning over the Beyblade to see the front of the G-Upper Attack Ring, removed his thumb from the Bit Chip showing Dragoon in his battle-style pose, clawing at the center on a yellow, four-sided blue circle Beyblade over a yellow-background. "Ready Dragoon?" Spidey asked the Bit Beast inside the beyblade and Dragoon nodded.

"All right this will be a one on one battle, no cheating, just regular beybattle. Ready in 3." Ellie said as she got between the two.

"Two." The kids said.

Spidey locks in his Beyblade on the launcher and rise it over his head with his right hand gripped the ripcord and left hand on the grip with one finger out, before it aimed in front of him with the index finger pull in. "One."

"LET IT RIP!"

Spidey and the older kid launch their Blades into the stadium as Dragoon smash into the Blade.

Sparking against each as Dragoon spun away from the Blade, standing in front of Spidey.

"Attack!" The older kid said as his Blade spun at Dragoon, "Vanish Attack!" Spidey yelled as Dragoon vanished before everyone's eyes except for Ellie and Joel, Dragoon reappeared in front of the Blade, before zooming and collided, sending the Blade to the wall, crashing into the wall with a thud as Dragoon spinning prefectly in front of Spidey.

"Whoa." The kids said in awe.

"Oh No. You not to going win like that." The Blade zoomed at Dragoon, but to being stopped as Dragoon grinding the Blade into the wall with power as Dragoon repeated the attacks over and over again.

The older kid gasped as he saw a single piece of his Beyblade chunk flew out and landed on the ground. It was a piece of a Attack Ring from the Blade.

"Come on Spidey. Teach this punk a lesson." The little kid said as he cheered Spidey on.

"Final attack!" The Blade started spinning around the stadium, before zooming at Dragoon. "Say goodbye to your Blade man." The older kid laughed with a hint of over confident.

Spidey laughed. "Dragoon! Engine Gear! Full Blast!" Suddenly Dragoon's Engine Gear activated as it spun a 1000x times faster. The Blade collided into Dragoon, only to got send flying back and out of the stadium.

"NO!" The older kid yelled in despair as his Blade was flying over his head as the Blade landed on the ground and broke into pieces.

"Stadium out!" Ellie called it down the middle.

Spidey smirked and his Blade sprung back to his hand as Spidey puts up his launcher and held his Beyblade.

The little kids first stare in awe, before erupting into cheers. "Thank you, Spidey." A little girl said as every little kid went up to him and giving him good things to said about him.

"Please, please little mateys. It's my honor to help any one in need." Spidey said with a laugh.

"Spidey, we don't have any money, but we got some Beyblade parts. Please accept them as a token from us." The little kid said as he, his friends give Spidey a A-68 Sniper Scope, A-59 Spring Support System, and a Grip Trigger of Driger. Spidey thanks the kids for that.

"Now tell your friends. Just remember if any of you have any problems let me know." Spidey said with a smile.

"All right, Mr. Spidey." The kids said as Spidey and his friends left the park. Spidey puts up his repair gear in his backpack.

Now he was going to have to find his gang and girlfriends. They must worry way down in the deep along with his Pokèmon. Spidey, Joel, and Ellie walked down the street. He look at his Dragoon. He could mentally sense that Dragoon was itching for a good fight like championships type.

'Well Dragoon. It looks like we won't find any challenges here.' Spidey thought as Dragoon nodded in his mind.

Then his spider sense goes off as he bumped into someone, causing his Dragoon to fall to the ground.

"Hey, watch the fuck where you're going, would ya?" Spidey said as he got up to his feet.

"Hey, you're the one who bumped into me! You're the one who should be apologizing." A girl said as she wiped off the fake dust off of her skirt.

Spidey sigh. "You're right. I'm sorry. I'm just a bit frustrated!" Spidey said.

"Apology accepted." The maroon haired girl said with a cheeky smile.

Then the girl noticed his Bey on the ground.

"Hey, is that your Beyblade?" The girl asked before picking it up.

"Hey, hands off!" Ellie said.

The girl ignored Ellie and stared at Spidey's Beyblade in shock and amazement.

"Oh my gosh! I have never seen a Bey like this before! What kinda Bey is this?" The girl asked.

"It's Spidey's. He kinda...made it himself."

"So this is a homemade Beyblade?"

"Uh...yeah, actually a mixed of plastic and metal. The engine gear is quite powerful." Spidey said.

Ok. That was a half truth. But would she believe him or them if they told her the truth?

"I see. That explains why it's so different."

As she stares at the Bit Chip, it looks like the same Bit Beast like...

'Wait a minute! This Beyblade that this teen has looks like Tyson's Dragoon! But it's the same Bit Beast.' The girl thought as she look up at Spidey. 'I think I just found our sixth blader.' She mentally smile.

Then the girl gave the Bey back to Spidey.

"Look up my shop sometimes and I'll see about giving your Bey a tune-up." The girl said as she turn around.

"Wait. Who are you?"

"Madoka. Madoka Amano." The girl said before walking off.

...

Spidey, Joel, and Ellie got something to eat as they walked through the streets of Metal Bey City. Spidey looks around, wishing where his gang are at.

Then suddenly his spider sense goes as he was tackled to the ground by two blurs. One was pink and dark blue. "Spidey!" the two girls cried out as they hugged him to death. "Dawn! Aelita!" Spidey said as he hugged them back as he got up to his feet.

Aelita and Dawn released as his Pokèmon, Toothless, Riley and half of the Digimon and the gang arrived.

"Hey everyone what's up?" Spidey asked his gang as they tell what happened after you, Joel, and Ellie disppeared. Well they know the rest.

Well, they continuing walking, showing the others the newspaper Joel, Ellie, and Spidey had found. They were shocked, but William, Sissy, Herb, and Nicholas has decided to stay in this city until they all found a place to live. So they separated to find a hotel.

Only leaving Spidey and his gang. Then Spidey felt a tingling sensation on his arm.

He took out Dragoon. Dragoon was vibrating. It only does that when there's a...really strong bladers nearby.

"Ok. Maybe there are a few good bladers here." Spidey said to himself.

The gang followed Spidey the path and the closer they got, the more Dragoon vibrated, as if he was showing them where to go. Then Dragoon stopped vibrating and Spidey and the others looked up and saw that they were right in front of the B pit shop.

'Isn't that the shop Madoka told me, Joel, and Ellie about?' Spidey thought.

They shrugged and went inside.

XXXXXXXX

A few minutes earlier...

Tyson and the others return to the B-pit except for Madoka. They sighed as they sit on the couchs. They didn't find the sixth blader for their gang for the championships at Motorcity.

"Man, we been looking for a sixth blader all day. And didn't find one who might be the right one for our trip." Tyson said with a frown as he rubbed his templates in frustation.

"Hmm..." Kai leaned against the wall with his arms cross and his eyes closed in thought. Probably thinking where the sixth blader might be where or who for the matter. He raised his head up and open his eyes to stare at the ceiling.

'Where's the sixth blader at? He or she could be anyone?' Kai thoughts as he thinks for a moment.

"I just hope that Madoka has better luck then we do." Ray said as Max nodded.

"You know, I bet all of you that Madoka has found the sixth blader. If she found him or her, you give Tyson about 100$ to him. If not, 300$ to me. So anyone handshake on it?" Max said with a cheeky smile.

"Oh alright," Kenny said as he and the others except for Kai who doesn't want to be part of it shook hands as they wait for Madoka to return.

Fortunatly, Madoka did came back with a bright smile on her face.

"Hey guys, guess what?" Madoka said as she sitted in her usual chair by the desk with the gears on it.

"What's up?" Daichi asked as everyone leaned to listen what Madoka has to say.

"Well, lately today when I was searching for the sixth blader, I been hearing about some kids talking a 21 year old teen teach a lesson to a older kid who was not taking Blading seriously, I mean you know like having fun of the sport. So I try to figured out the name of the boy. Oh, Tyson you might need to know this that the sixth blader has the same Bit Beast as you." Madoka said as Tyson was in shock.

Tyson shook it off. "For real?" he asked as Madoka nodded.

"Well then, does he has a name?" Tyson asked as Madoka raised an eyebrow. Before shock came over her face. "Oh dang it!" Madoka slapped her forehead. "Pay up," Tyson said as the guys execpt for Kai pay up to Tyson.

"What's wrong?" Hilary asked in concerned.

"I forgot to asked the guy's name." Madoka said.

Suddenly there was the sound of a bell ringing upstairs. "Yo, hello anyone here?" The voice was sound like a 19 year old said from upstairs.

"Wait, that's him." Madoka said, Tyson and the others looked at her. "Come on." Madoka gestures them to follow her.

All of the Bladebreakers went upstairs as they noticed the gang walking in, Spidey and his gang.

"Hey, you came" Madoka said after noticing Spidey.

"Who's this, Madoka?" Ray asked.

"A boy I bumped into earlier. Guys, this is...You know, I never did get your name."

"It's Spidey, Spidey Parker. And my gang."

"Spidey, huh? Nice name. Let me introduce you to the others. This is Tyson, that's Kai, Ray, Max, Daichi, and Hilary."

"Hey, so you the sixth blader Madoka was talking about." Daichi said.

"Nice to meet you, Spidey." Tyson said.

"You guys are bladers?" Spidey said adjusting his cap.

"Are you kiddin? We're the best bladers around here!" Daichi said.

"Actually, we were just talking about a Beyblade league championships coming up within four months." Max said.

"Wait, did you said there's a Beyblade league championships coming up?" Spidey asked excitedly.

His excitement meter just went from 3 to 10.

"The BBA Beyblade World Championships League," Madoka explained, "It will be a journey through eight cities. To become the top Beyblade team of the world. We were talking about finding our sixth blader for it."

"Wait, you mean finding a sixth blader?" Spidey asking as they nodded. "Let me guess wouldn't that happened to me?" They nodded again.

"You seem like a good blader" Max said, "Maybe you would like to come with us."

"Really? I'm just a bit curious, how about we getting going to knowing of each other. Sounds cool." Spidey asked everyone.

"Yeah, I'm curious about your Dragoon." Tyson asked as everyone walked down the basement.

So everyone sits on the couchs, execpt for the Digimon as Aelita and Dawn sit on either side of Spidey.

"Oh, Spidey I can see your Blade for a second?" Madoka asked as she held out her hand to Spidey.

"Sure, just be careful with the Engine Gear. It's pretty powerful." Spidey said as he give Madoka his Dragoon GT.

"Yeah, you mention that earlier, just out of curiousity, why the Engine Gear is powerful?" Madoka said as she puts the Blade in the familiar scanner as it scans the Blade's stats.

"That's because it's give it a nasty kick, spin rotation up to 1000x times. Making it a powerful Blade, no one can't actually defeat Dragoon GT, but hey I'm not talking crap, I'm just in for the moment of the sport. I make friends, talk smack about my friends. Trust me I will make teach you a lesson in respect." Spidey said as Tyson and the others nodded.

Just then, the scan was complete as it beep. Madoka looks at the results. "Ahh, I noticed why your beyblade is so different. Kenny look here." Madoka pointed to inside of the Engine Gear Turbo. The gears inside were about thousands of little white gears still rotating with several clicking, Tyson and the others execpt for Spidey and the gang, were shocked at the power output as it was in the mega level. But what they noticed that the Bit Beast Dragoon standing over the Blade.

"Spidey, we noticed your Blade's Engine Gear does the power output into mega levels. But I need to clean your Blade Spidey, I noticed there are some dirty in the Blade Base. S

cratchs on the Attack Ring. So tomorrow I think we going on that journey, for now we probably to getting know of each us during the journey." Madoka said.

"Yeah, I think you right. Let's hit the hay y'all." Spidey stretched and yawned.

So everyone went on bed, except for Madoka and Kenny as they worked on Spidey's Dragoon.


	18. Chapter 18

Chapter 14

As the midday sun shone through the window, Spidey felt his eyes open to unfamiliar surroundings. He briefly looked around in confusion as he wondered where he was. Noticing that Dawn and Aelita's arms were on his chest with his Pokèmon on some pillows on a king size bed inside a big bedroom room with everyone gang except for the rest of the Bladebreakers.

Then he remembered everything that happened the previous day, and he slightly relaxed.

Man, he didn't think it was possible for so much to happen in one day. First, he and his gang got out of the Code Lyoko universe.

Then, they wound up at the B-pit where they met Tyson and the others. After that, spenting the night here with the gang.

If Spidey thoughts his life was weird before, then it was totally crazy.

Spidey briefly remembered battling a older kid. He remembered defeating him and he also remembered bumping into Madoka.

After that though, he and the gang maybe found a new home.

It wouldn't be the first time that they found themselves any where else.

It didn't explain how he and the gang got here, though. Except for he felt like having a hangover.

He knew one thing however. He needed to do some training at a quiet place.

Appearantly, Tyson and the others didn't found out they were from another universe. And Spidey really needed to check his skills if they still need a check up.

Plus, they seemed really like him and the gang, maybe except for Kai. Something that guy is like William, but seems friendly at first.

So Spidey's best option...was to find that place and started to training like a Shalion Monk with his Beyblade.

He could find the right place to train before the trip to the championships.

That is what they came here for, right?

To find a new home and battle some of the people on this planet?

With all the things going on he nearly forgot.

Of course, it might be a little hard to find the place to train at, but he'll manage. Somehow.

First, he needed to find it.

Spidey sat up in the bed as he gently removed the girls arms from his chest he and the girls were currently lying in.

He noticed, without some degree of surprise, that he was currently wearing his Spider-Man suit the Unlimited version without the mask.

After smirking a bit, he actually wanted it to help him, and looking around in what was obviously a guest room due to the lack of any personal decorations, noticing Joel and the others were in sleeping bags.

Then he spotted his clothes on the table, Spidey actually noticing he was still in his PJs. The clothes were folded and neatly placed unto the table.

Someone must have washed them since they looked cleaner and less raggedy than he remembered them.

Spidey wasted no time as he got on his street clothes. Then, he grabbed his trademark baseball cap and wore it backwards across his head.

Noticing how slim the clothes were wore over his spider suit, Spidey smile. It was when he was finally dressed as he grabbed his gear, that he noticed his Beyblade on the table.

And it was in good condition!

Someone had made it that way!

But...how?

Spidey decided not to dwell on this, probably done by Kenny and Madoka, as he picked his Dragoon up and placed it into his Bey holder. He noted that the Bey seemed shinier than it was before it was work on.

Darn. Whoever mess this thing could give Spidey a run for his money.

After making sure he had everything, Spidey began to plan find the place.

He didn't want to go out through the door, on the risk of running into someone in the hallway.

'I guess I could try the window' Spidey thought.

Of course if the window was too high, then he wouldn't be able to make it. Unless you are Spider-Man.

Spidey walked to the window and jumped on the edge of the window Spider-Man style and peered outside. The window was actually pretty close ot the ground.

He must've been on the first floor.

Spidey didn't hesitate to jump out the window. The ground made a small thump when he landed.

Spidey grin and was about to find that place making a clean search when-

"HOLD IT RIGHT THERE, MISTER!" A voice yelled.

Ooh, Busted.

Spidey turned to see the angry face of Madoka heading towards him.

"JUST WHERE DO YOU THINK YOU'RE GOING!" Madoka yelled with supreme authority in her voice.

"Uh, later!" Spidey replied, before running away.

"OH NO YOU DON'T!" Madoka yelled as she made a beeline after Spidey.

Spidey was running as Madoka chase after him, Madoka thought she can catch up to Spidey, but with his superhuman speed make it difficult for her to catch up.

Spidey decided to let loose the free running style. He step up onto a chair, table, before leaping to a nearby building, scaling up as Madoka was in awe, her face pasted in shock. Spidey jumped off the building, flying in the air, before flipping and shot out a web line from his wrist and swing around a building, Madoka decided to follow him as she called Tyson and the others, following Spidey from above was Aelita in her Lyoko form with her wings on her back as she flew in the air with everyone following Madoka and the others on the ground.

Spidey suddenly feels something in his gut that he seneses he find the right. He saw it was the old abandoned Beyblade stadium, he swung over the place and dropped from the web line onto the ground with a thud on his feet.

"Ahh, this place will do as my training place." Spidey said with a smile.

He got out his launcher and Blade and launched Dragoon onto the ground. "Okay, Dragoon, I want you to come at me with everything you got." Dragoon spun around Spidey, his saying of a yes.

Madoka and the others made it. "Whoa, I wondered what Spidey is going to do?" Kenny asked, as everyone sit down on the stands.

"Same here, I'm just curious how Spidey managed to escape from me, but I'm wondering how he will defeat his Beyblade." Madoka said as she got out her laptop along with Kenny.

"Just watch." Dawn said. Not noticing some other people showing up in the shadows.

Spidey got into a fighting stance as Dragoon's Bit Chip glowed bright blue, before popping out Dragoon as he roar and he was at the size of Spidey as the Beyblade vanished into Dragoon, fighting against a Bit Beast and a human.

Spidey's mask came on, the nanobots completely covered up the street clothes. "OK." Spidey said as his hand went to the handle of the HF Murasama Blade, other to the scabbard, before unsheathed it with speed as he held it in front of him with the sword shining and glinting in front, red lightning sparking on the blade, before lowering over his face. Gripped the sword. "Let's dance." He said like Jetstream Sam.

"Bring it on Spidey." Dragoon replied with that deep male voice of his. He roared.

Dragoon flew at Spidey. Spidey jumped into the air and reared the sword back over his head. Dragoon look up and crossed his arms in front of him as Spidey slashed down on Dragoon. Dragoon parry it as Dragoon began to butt heads. Spidey counterattack it with a mid air flip to the side as he twirled and slashed Dragoon with his sword, sending Dragoon into a wall, but he stopped the collision as he mid air flipped and floated in front of Spidey as he landed on the ground.

Dragoon and Spidey charge at each other like two Sumo wreslters as they grabbed each other and Spidey greman suplex Dragoon over him. Before Dragoon grabbed Spidey's leg with his tail but Spidey held his ground as he grabbed the tail and pulled with his might. Flipping and slam Dragoon into the ground and stomped on Dragoon. Spidey smirked as he jump back and landed on the ground.

Dragoon got up on his feet, Spidey held his swrod in front of himself, Dragoon suddenly shot his left hand out where a shockwave of wind hit Spidey. Spider-Man then found himself levitating in midair.

Seeing that he was defenseless, Dragoon charged at him with renewed drive. It looked like clawing Spidey will be a lot easier now because of a wind power.

But Spidey was far from helpless even though he was floating. He was able to stab the HF Murasama blade into the ground, keeping him in place. When Dragoon came into range, Spidey landed one devastating kick in the face, Dragoon was knock for a loop. Spidey placed both hands on the pommel of the blade and swung his legs around in a circle, which made Dragoon back away, blocking it with his claws.

Whatever Dragoon did to him had finally begun to wear off as Spidey felt the pull of gravity on his body again. With hands still on the pommel and keeping him aloft, he flipped his body over Dragoon, pulling the red sword out from the ground. He was now behind Dragoon. He then brought his blade back and drove it through Dragoon, only to parry it as Dragoon made a thrust with his claw at Spidey's head. Spidey rolled underneath the thrust and got back to his feet and Spidey swung his sword at Dragoon as he parry it.

Dragoon attack with fast jabs like a boxer, Spidey dodged them and tried to keep his distance with his sword. Spidey went on the offensive. Leaping into the air, he brought the sword down, attempting to land a blow on top of Dragoon's head. Quickly Dragoon leapt back as the sword slammed into the ground, leaving a small sword mark in the dirty ground. The moment Spidey landed, he began thrusting the Murasama blade at Dragoon's feet, forcing him to retreat. Each toe thrust missed only by an inch. Dragoon saw the samurai's strategy and leapt into the air with a swatted of his tail. Spidey leaned back inhuman and the tail sail over Spidey's chest and spring up to his feet and spun around, sending Dragoon past him. Spidey attempted to follow up with a quick blow to the back, but Dragoon used the momentum of his tail and rolled forward, ducking under the attack. Spidey didn't stop his attack as his sword sailed over his opponent. He contined his rotation, the sword still gripped in Spidey's hand. On the last moment, Spidey grabbed the sword with both hands and swung at shoulder height. Dragoon rose in time to see the staff coming at his shoulders. It was too fast to dodge, and the Bit Beast knew that blocking this kind of attack with his claws would only send him flying. On blind instinct Dragoon raised his shoulder blade, catching the blow on his unbreakable blade. The HF sword grind and spark against it.

Spidey brought back his sword. Dragoon suddenly came in with a roar and a flying slash. Spidey flipped backwards into a backhandspring, flipping backwards and avoiding Dragoon's assault. Spidey finally landed in time to parry a claw slash, shifting his body to the left and catching Dragoon's wrist. Spidey bent Dragoon's arm over his own shoulder. Spidey followed up by placing his right leg behind Dragoons and flipping him backwards. Dragoon flowed with the momentum of Spidey's flip. With great grace Dragoon landed, he glared at Spidey. A predatory smile on his mouth. Spidey whistled in admiration. The Bit Beast left no openings to attack on his landing. Spidey back flipped in the air, landing on the ground. Stabbing his Murasama sword into the ground with a thud, before charging forward dragging the sword with him, igniting with a fiery red as Spidey swung his sword up as Dragoon leaned back, feeling the heat of the fire from the fire as the fire streak surrounding the sword, Spidey swung his sword right side slash, Dragoon parry it, did it again about 20 times each time of a slash and parry.

Spidey twisted around, spinning his sword as Dragoon was blinded by the fire wall, Spidey sheathed his sword. The fire wall leave a hole as it started to fizzle out, seeing Spidey in a quickdraw stance, finger on the trigger. Hand over the handle, Dragoon gasped. Spidey squeezed the trigger of the sheath, launching the Murasama blade in a small fiery explosion. He then snatched the handle of the HF sword in midar and swung it at Dragoon, slicing through him from the right side of his hip to his left shoulder.

Dragoon roared before disappearing into his Beyblade still in good condition as it stopped spinning on the ground. Spidey flicked his right wrist and sheathed his katana.

"Good job Dragoon, you done great. Keep it up man." Spidey said to his Bey as he picked it up and put his Blade up.

Tyson and the rest of the Bladebreakers were in shock. Aelita and the others were smiling, except for Blade Wolf.

"How in the world Spidey learn to fight like that?" Madoka asked.

"Well that was a pretty good battle." Said a voice as it came out of the shadows.

Tyson and his friends gasped in shock. "Mr. Dickenson!" Ray exclaimed as the kind old owner of BBA steps down the steps to reach the Bladebreakers.

"Tyson, everyone else. It's been a long time since BEGA took over BBA before that match between Tyson and Brooklyn. So, you heard about what I set up for the fourth world championships." Mr. Dickenson said with a smile as he tipped his hat to them.

"Yeah, we heard that yesterday." Max said as Mr. Dickenson nodded.

"So, is that's the sixth blader you got with y'all?" Mr. Dickenson asked as they nodded.

Spidey shut down his spider suit and jumped up in the air, before landing in the stands.

"Well, who are you?" Mr. Dickenson asked Spidey.

"Name's Spidey. Spidey Parker. And my gang." Spidey said as he gestures to the others as Pikachu and Beautifly got on him.

"All right." Mr. Dickenson said as he held out his hand. Spidey grasp Mr. Dickenson's hand and shook on it.

"Tyson, I came to all of you to tell you that since your journey is today, I'm giving y'all the best of luck, and to have a good time on this trip. But I must going now. See you later." Mr. Dickenson said as he walk up the stairs. Before he left, he turn to the Bladebreakers, "Oh, one last thing, there are some people that came with me wanted to come on this jounrey with y'all. Come on everyone." Mr. Dickenson said as he left already and return to the BBA building.

The people came out from the shadows. Tyson and the rest of the Bladebreakers recoginzed Julia and Raul of the F-Dynasty team, Miguel, Mathilda, Aaron, Claude of the Barthez Battalion team, Ozuma, Joseph, Mariam, and Dunga of the Saint Shields. Along with them was Goku, the martial art fighter wave a hand at them, a smile on his face. Spidey saw about 4 old friends of his, Chance Furlong, Jake Clawson in their normal outfits with their green traveling bags in their hands, Jetstream Sam in his white exoskeleton suit, save for his cybernatic arm, and his own Murasama sword, but now he's in his normal clothes.

Wearing an black shirt with the Japanese symbol for Samurai in white, blue jeans with a Union Jack symbol on the right knee, black boots, an black backpack on his back, strapped to his belt was the HF blade in the scabbard on his left side. Two, was a young woman, around about 18 years old of age, hourglass frame, with long, bright auburn hair in a pony tail, emerald green eyes, clad in a red button up long sleeve with a black vest over it, faded tight blue jeans and black flats, this is Gwen Tennyson. Second was her boyfriend, a tall, well built young man of 20, clad in black boots, tattered blue jeans, a long-sleeve grey shirt and a short-sleeve black shirt over it, shoulder length onyx black hair, black eyes, and a rigid face. This is Kevin Ethan Levin.

Spidey and the gang met with everyone. And now with all of their stuff pack and on their way to the cities to win the badges and entered the championships in Motorcity starts NOW!


	19. Chapter 19

Chapter 15

As our heroes travel along the dirt road leading to their first town leading about 5 miles away.

Spidey and the gang explain to Tyson and his friends the whole story. From Spidey gaining the Ultimatrix to the Spider-Man story, before coming to the Code Lyoko universe and telling the rest of it and now tell them all of their adventures.

Tyson, Ray, Max, Kenny, Daichi, Hilary, Madoka, and Kai who decided to be

interested for once heard it all of their lifes.

They were shock to the core, meaning Spidey and his gang are heroes, superheroes for that matter.

Now after coming out the forest, they came to a small hamlet called Twinleaf Town. "Guys stay close. Something tells me that ain't anything original in this town." Spidey warned to the gang as they nodded. They maybe or not be on their guards, but hey anything can happened in unexpected ways. They walked into town to get the next city.

Meanwhile at a grocery store, a familiar dark blue haired woman walking out of the store with bags full of food in her arms as she walks back to her usual house. This woman was name Johanna Berlitz, Dawn's mother and Spidey Parker's adopted mom. You see, the background on her is when she was suck into a portal to a another dimension which was this one, during Green Goblin's attack on New York City. After that, she sort started to be a Coordinator, traveled to some towns and gain the ribbon before entering into the Grand Festival of Sinnoh and won the title of Top Coordinator, after all the work with herself and Glameow, her Pokèmon partner. Now, as the former coordinator she been offering tips and advices and techiqunes to the new and upcoming coordinators.

As she return to her house, she was greeted by her Glameow. "Meow." she said as she was on the couch. "Hey Glameow." Johanna said as she went into the kitchen and started putting up the products from the brown sack bags.

After that, she return to her graden which she usually comes home before picking up some grocery, as she was in a apron on her waist with a straw hat on her head, kneeling down to the ground and starting to doing some planting Red Roses into her graden, some known of the flowers of the world.

Well, about a few minutes later, she was done. Johanna took off her hat and wiped the sweat off of her forehead and sighed with a relief as she stood up. "There we go." She said with a smile.

Then, she hear something coming down the road. It was suddenly a familiar voice. "Hey Pikachu get back here." It said with a playfully tone. Johanna went to the source as she went on the porch. She gasped!

She saw Spidey chasing after his Pikachu along with his gang, Pikachu just grabbed Spidey's cap and the cap was in Pikachu's mouth. Spidey run in front of him and caught Pikachu in his arms. "Don't do that again man." Spidey said as he laugh and Pikachu laughed along with him and half of the gang except for Kai.

Kai just smirked.

"Spidey? Dawn?" Both Spidey and Dawn along with everyone else turn to the source of the voice. "Ms. Berlitz!" Spidey said as Dawn was in disbelief seeing her mother alive and in a another dimension.

Dawn just went at Johanna as they reunited in a mother/daughter moment.

About a few hours later...

"So that's happened after you and the others disappeared into a another universe." Johanna said as she and the others were sitting on the couch and chairs.

After Johanna gestured them into her house and Spidey explained what happened as everyone listen except for his own gang and Dawn. After they took look around inside the house, it was tidy, nicely decorated with family pictures, and some trophies along with ribbons, Johanna told them that after she went into the next dimension she complete the Grand Festival and traveled as a coordinator with her Pokèmon Glameow which after that, the Bladebreakers told her they were going on a smiliar jounery, tell her the stories of them before Spidey came along, as the world Beyblade champions.

But one thing stood out, Aelita was actually curious how Spidey and Dawn meet. "Hey Spidey," Aelita said. "What's up, Aelita?" Spidey asked her as he turned to her. "How you and Dawn actually meet, really met I mean."

Tyson and the others were curious except for Kevin and Gwen, after they went with Spidey and Dawn over the summer after Spidey gained the Ultimatrix.

"All right, everyone if any of you are curious. I think I got just the thing." Johanna said as she got up from the couch and went to the shelf where she pick out a family album book.

She came to the couch and sit down again. "All right, gather around." She said as everyone looked at her.

"It's starts like this..."

Flashback...

It had been too long since he had taken to the road. Three years in fact. All the best times of his life had been on his journey to become the Ultimate Hero, and he had lingered too long. No matter how long he remained in New York City, he wouldn't grow as a person or a superhero. He needed to taste the open air, feel the blowing winds on his clothes and hair, feel the heat of a campfire in the wild and experience the wonders of the world. He needed to rescue other people, revisit past locales, discover news ones, and become the U. Hero he always wanted to be.

It for these reasons and more, that Spidey Parker had once again decided to journey among the many lands and vistas had once visited in his younger days. He hoped that after his years of absence, with his newfound maturity and capacity for understanding, that he might see and learn new things about the world that he had once traversed. He had yet to attain his lifelong dream of becoming a Ultimate Hero, and he now understood that he would never reach that goal without shaking off the tendencies and habits of his more youthful self. He had learned a great deal during his travels, but he realized, after yet another disappointing loss of people, that he needed to change himself drastically in order to progress towards his goal.

Since after the spider bite change his life forever, along with his little gang, and after his aunt and uncle were killed at a age about 11, a year after gaining the Ultimatrix, Spidey had elected to take a break from his travels and concentrate on strict training. He accomplished this in New York City, of course. This was met with great joy from his peeps, or other family, one for example Johanna Berlitz and her daughter Dawn, who after years of only seeing him between legs of the journey to the Ultimate Hero level, and the occasional phone call, could now spend almost an indefinite amount of time with him and his little gang. They, of course, were completely proud of all his accomplishments and urged him to continue his quest for the ultimate goal, all the while jubilant at the fact that they got to spend more time with him.

But Spidey didn't tell them about the spider bite, he was training using the Ultimatrix, he was hiding all of his weapons and the Spider-Man Unlimited Suit.

Johanna's fussing over him didn't end there though. On Spidey's 12 birthday, mere moths following his return to his hometown, Johanna invited many of his old friends from near and abroad to celebrate the occasion. Of course not everyone she invited was to make it. Most of those could not were those from distant countries. Goku, of course, had attended without thought, having some time between his fights with the best matrial artists. Gwen, Kevin, and surprisingly, Jetstream Sam, had arrived. Spidey was not aware that Sam had decided to bring himself along with them, knowing him as his teacher of swordsmanship from Japan. MJ had miraculously made it, having found a lull in her acting schedule back in LA, where she feverishly continued to work on her dream of becoming the best actor. There were two didn't make it, Harry Osborn and Gwen Stacy, but they sent their best wishes from their honey moon as a couple in Hawaii.

Of course, Spidey was not always content to stay at home, even he the soul hero of NYC. He often went to China and train his matrial arts of Kung Fu, and all of forms of fighting styles from the Shalion Monks or along with Goku who lives in that country in the forset, as it was only few hours' flight on the back of Charizard, Pidgeot, or Toothless. Having Toothless back was a great boon to Spidey. It was only a few months into his new home-set lifestyle that Toothless elected to return from the Sons house. Upon his return, Professor Kurt Conner quickly informed Spidey, and the two were reunited in a heartwarming, if somewhat toasty reunion. Regardless of Toothless's plasma antics, which often left Spidey in a suit of soot, he was certainly was glad to have him back on his team in a more consistent capacity. Pidgeot, too, rejoined Spidey. After Spidey let him fly around the world, for a few months. It was a heartfelt reunion in which Spidey apologized profusely for breaking his promise to come back sooner. Pidgeot, while somewhat put off by the appearnce of his partner so many months later than expected, forgave and accepted his partner yet again. He took his place on Spidey's team once more, confident in leaving the flock he had acted as protector for long since many of the Bald Eagles had flew since that day five month ago.

Of course, Toothless and Pidgeot were not the only old friends Spidey had reconneted with in his time living in New York City. He made quite sure to visit his old friends at a trailer park, namely Grandpa Max himself, the Pumblers Helpers who had continued to work as the Pumlber helpers. Occasionally even Manny stopped by to visit the others. Spidey always made sure to challenge him when he was in town for arm wrestling.

Anyway Spidey continued to train himself to the limits, quickly gaining recuse styles, fighting, anything you can think of. Spidey vowed to do better, and continued as though nothing could stop him as the Ultimate Hero.

His 13 birthday came and went. He continued his training, strengthening both himself and his powers, weapons, Pokèmon, and Bit Beast. He dedicated himself to overcoming both and his gears uses along with the Pokèmon. He taught them moves that counteracted and rescue people, while keeping in mind to keep their already pronounced strengths shrap. Again, when the time came, they stop an massive disaster of criminals robbing or killing people in Texas. By this time, the boy prodigy was now well and powerful as well as recognized. He thought he could stop all of it from happening. Sadly, some people got killed and injured. In the end Spidey knew why. He had grown overconfident and he had allow the adultations of the people to get to him, distracting him from proper tactics and execution. He cursed himself and vowed never to allow that to happen again.

Another year passed, as did another birthday: his 14. This time around, he declined a birthday party, despite much protest from his friends. He claimed he needed to free himself of excessive praise and that it took away from the time he needed to train. In this year, his objectives in training changed. He shifted focus from his loyal companion's moves towards tactics, and started to learn more fighting styles and all of the other things; such that he would be ready to counter opponents of all kinds. He matched speed against power, defense against speed, leanred how to gain the upper hands in contests of strength, and learned of feints and deception in his battle style and hero styles. Even as his friends grew worried over his obsession, he reassured them that this was all natural. He reminded them that he would never achieve his dreams if he was constantly distracted by others. Through all of this, even with the strain he put on his partners and powers, he remembered the most important lesson that he had learned in his youth before his Uncle Ben died: That the bond with his Pokèmon, Digimon, and the others was the most important thing of all and the Movie line from Spider-Man. He pushed him and them, but never too far. He wanted to be a Ultimate Hero, but not at too high a cost. However, just as he was in his youth, he was obsessed with his superhero stats. As a result, his connections to people began to suffer. MJ barely heard from him anymore. The little communication that he had with the others nearly ceased altogether. He even stopped trying to get in touch with Dawn, his childhood friend.

Spidey continued training, went to a dimension and help two people through a zombine infested journey. And you probably know the rest of the story.

After that, he went home, proud of his powers and the gang, but still somehow ashamed of himself. The other heroes had executed their orders flawlessly, and had given it a full one hundred percent, if not more. That led him to one conclusion. He was the problem. Despite his efforts to compensate of his gang's weakness, and despite his efforts to develop unique and innovative strategies, he still could not reach the ladder of U. Hero. He did everything an superhero should do. He had built upon all his experiences and lessons learned.

Then it hit him.

It wasn't that there was something wrong with what he was doing. It was with what he had done. He learned the basics of a superhero as a child. A naive little child who thought that anything he did was the epitome of greatness. Granted he had been shown the errors of his ways by many people: All of the heroes and friends and family. However, they had not fixed everything he had done wrong, or learned incorrectly. Underneath all the complex tactics, lay a faulty foundation. Age had taught him many things, and helped to correct many problems, but there were some things that had to be experienced to be learned. He realized that he saw his journeys through a child's eyes. While treasured memories that they were, he needed to revisit them, with a new perspective; an adult perspective.

On his 15 birthday, he bid his family and assembled friends in New York City a fond farewell. He was clad in a Indiana Jones Fedora brown actual headwear gear, a MGR shirt black, MMA ELITE hoodie, blue fainted ripped hole in the right knee jeans, PUMA orange and blue with orange shoelaces shoes, a pair of cobalt hole in the back of the hand fingerless gloves, and his trusty triple sky blue, blue, and black sling backpack. He departed his home and left for another journey, this time electing to start traveling around the world. He mentally noted to himself that he wanted to conclude his tour in New York City, rather than begin it there. He could have flown on the back of Toothless or any of his flying Pokèmon or Dojo if he had so chose, but he decided, that he wsa were to see the world again, it would be from the exact same height, or rather a few feet higher than before. He had grown much taller from his rather diminutive height at the age of 11, but all the same, he wanted to walk or fly and see the world up close, rather than from above.

The only real difference, aside from his now slightly wiser adult mind, was that he was travelling alone. Well, except for his gang. Even if he had wanted to, he couldn't pull Sam away from his school now; he was close to retirement and letting one of his students to take over the dojo. Grandpa Max was still happily relaxing while Manny and the others working to be Pumlbers. MJ and Eddie Brock, who he made friends with Spidey and others, now officially a couple, were travelling the acting circuit, and he didn't feel it wise to intrude. Dawn, as far as he knew, was taking a well-deserved rest back with her mother in New York City, and probably dating someone. Goku was still working to become best fighter, an art that was still only prevalent in China. Gwen and Kevin were probably dating and fighting aliens. Even if his friends didn't have their reasons, he decided that he needed to make this journey alone. If he was going to become a better hero, he couldn't always rely on his friends to fix his problems for him.

He visited all the same places he did when he traveled to Europe last time. He explored and fought the places once again. He clearly outclassed the majority of them, his only difficutly having been with Blade, the Daywalker, whose training with his weapons had grown substantially stronger since his last encounter. However, he battled with him for the insights, not the challenge. Each of the masters in Europe always offered some nugget of wisdom, which he took to heart. Battling was far from the only thing he did on his journey. He spoke to many old friends, made a few new ones, and of course, helped where he could. If one thing hadn't changed with age, it was his kind and generous spirit. However, deep down, Spidey was still conflicted. He felt that he was slowly losing his identity as a person. He was less himself than he was as a child, growing more into an amalgam of ideas and strategies rather than as a human being. He did what came naturally to him, helping all those he came across, but it seemed to lack the same impact it once had for him. He felt gratified that he helped people, but the joy wasn't there. He couldn't understand why.

He concluded his travels through Europe and moved on Africa. Just as he did before, he met many old and new friends and trained. T'Challa and Ororo or known as Storm both proved to still be quite challenging to him, much to his surprise and approval. While he had hoped to catch two of his friends Static and Gear, he found that they had departed back to the USA not too long ago, to his disappointment. Regardless, he moved onwards, next visiting China. He repeated the process he set for himself in the previous two countries, this time getting lucky enough to meet both Goku and his family during his lap around the country.

After his visit to China, he celebrated his 21st (decided to a age skip) birthday on the ferry taking him from China and back to the USA again. It was a lonely affair, and could not be very much considered a celebration, rather just an excuse to eat some nicer food. That was another aspect of Spidey that had simply not changed since his childhood. He could still pack away food like it was no problem at all and had little compunction to curb his appetite. However, he recognized the consequences of such actions, and continued to exercise alongside his Pokèmon and the rest of the gang to keep in shape.

In this particular visit to a restaurant, he was eating happily until realized that something was missing. He was gobbling his food down like normal, when a waiter came to ask him a question. He responded, albeit with his mouth full. After the encounter, he realized, that no one had scolded him for talking with his mouth full. The absence of such an action was a strange sensation to Spidey, but he quickly shrugged it off and wolfed down the rest of his meal.

That night, before going to sleep, he took a good long look in the mirror. The reflection in the mirror was not the boy he was once was before. (You already know about his appearance.) But that was one concern. He knew his body was fine; at least that's what he felt. It was his mind and his heart he worried about. He decided that he would make a final decision at the end of his journey through the USA. Maybe this time, he would figure it out.

It was not long before he arrived in NC after his birthday. He decided from the port in Sunnyshore he would move clockwise around the country training and meeting people. For a while, it was just as it had been in the previous countries. That is, until he happened upon his old hometown New York City. Noticing it was Christmas time noticing the lights and snow, he give his Digimon gang some winter clothes while Beautifly and Pikachu went inside Spidey's hoodie as he took off his hat and put up his hood on his head. He thought it would be fun to visit his old friend and her mom, provided they were there. Upon arriving, the first pladce he wanted to visit was Dawn's house. He hadn't seen her in person in over four years. He knocked on her door upon arriving and was happy, though certainly not surprised, to see her mother answer the door.

Noticing the face under the hood. "Spidey, dear!" she said hugging him quickly and loosely, "It's been far too long! How have you been?"

Pikachu and Beautifly, from atop Spidey's shoulders after coming out of the hoodie, cried out their names in recognition along with the Digimon just say hello and waved at her jubilantly along with the others.

He replied quickly and awkwardly in a voice much deeper than she remembered, "Wow, it has been a while hasn't it matey. I've been doing well, how about you?"

"I suppose you've come to visit Dawn?" she asked, motioning to let him and the others into the house.

He gladly accepted the invitation and stepped inside. The house was much the same as it was all those years ago the last time he was in NYC. It was tidy, nicely decorated with family pictures, and Christmas. It was not all too dissimilar from Spidey's old home, though it had a more modern feel to it.

"I wouldn't mind to catch up with her, though I'm just as glad to see you after such a long time. You were a great host the last time I was here, and I know very well that I was a handful back then," Spidey said with a small chuckle as he took off his pack and hoodie beside a couch.

She replied with a small laugh of her own, and replied, "Oh you weren't that bad. The only issue was that it some... excessive force to get you out of bed in the morning!" She let out another laugh as she went to the kitchen, continuing to heckle Spidey as she went, "In many, you and Dawn weren't too different at that age!"

She yelled from adjacent room, "Dawn will be back shortly, could I get you something to drink?"

Spidey considered for a moment then answered with some enthusiasm, "If you have some kind of juice, tht would be great."

"Of course, we have fresh made orange juice in the fridge! I'll get it straight away!" Johanna announced gleefully.

"Pikapi, chu pika chu!" Pikachu exclaimed from Spidey's shoulder, swiftly jumping down and pointing toward the kitchen along with Beautifly floating in the air with her wings flapping.

"I guess you're hungry aren't you, buddy?" Spidey inquired knowingly.

Pikachu squeaked his name and nodded quickly. Spidey walked to the kitchen with his gang in tow and proceeded to ask Johanna with some timidity,

"I don't mean to impose, but would you happen to have some poffins? Pikachu is kind of hungry, and I remember him liking some of the ones you made last time we were here. Even along with the gang who just want some food and Beautifly Pokeblock for her."

"Think nothing of it!" Johanna answered, glancing back at Spidey as she searched the fridge for the orange juice, "You're a close friend of Dawn's! It's no imposition at all!" She placed the orange juice on the counter beside the fridge and then pulled out a bowl of poffins along with some food don't ask and handed it to Spidey. She looked at Pikachu and Beautifly with kind eyes and told him, "Enjoy!"

Spidey quickly placed the bowl on the floor and Pikachu, much like his trainer would, began to gobble the food like there was no tomorrow as the little of the gang, Reneamon just eat like a lady. Spidey gave an almost quiet laugh as he accompanied Johanna back to the living room.

"They certainly has a good appetite doesn't they?" Johanna noted as she sat down on the couch opposite Spidey.

"Just like me," Spidey joked, a wide grin spreading across his face as he glanced towards the kitchen.

"So how's your journey been? I heard from Dawn you're travelling again, though I haven't heard much else," Johanna inquired casually as she took a drink of her orange juice.

Spidey did the same and then replied, "It's been good. I've been learning a lot, and I'm glad to have seen a few people I met a long time ago again."

"Hmmm," Johanna made a sound of consideration then pressed, "You usually keep some friends along with you. Not this time?"

Spidey's face scrunched up in surprise and confusion. He wasn't exactly sure how to answer the question. He wasn't sure if he knew the answer himself. Lately, he had been questioning his notion of whether or not he should have started travelling in a group. He had met some people, new and old in all three preceding countries that he could have travelled with, if only for a short time, but he decided that he needed to be free of distractions to truly perceive the flaws in his battle style and his knowledge of Pokémon and the superhero way. Lately, however, he felt four years of loneliness catching up to him.

He fixed up his face, and smiled at Johanna and said, "I certainly think it would be fun to travel with somebody, but right now, I think it's best I go on my own. I need to figure some things out for myself so I can grow as a superhero." He took another swig of orange juice and held back a belch. He really didn't want to be so rude in front of Dawn's mother. He thought of how funny it was that he wouldn't have even have considered that rude back when he was younger.

Johanna, however, did not miss the reaction that Spidey's face presented upon being asked, but decided it was not her place to pursue it. In fact, the best person to pursue it just walked through the front door. Spidey's spider sense goes off. 'Crap.' Spidey thought.

"Hi mom!" the young woman shouted from the doorway, not even glancing toward the living room as she hung up her dark pink coat. She continued oblivious to the visitor currently looking at her from one of the couches, "So I just had a thought. I heard that he's back in NYC, so maybe I'll ambush him at one of the gyms a- a- a- ," Dawn trailed off as she hung up her coat and scarf on the hook near the door. She had finally decided to look into the living room to see her mother smiling sweetly and Spidey with a smirk on his face. The teen froze momentarily with a look that seemed a mix of incredulous surprise and embarrassment.

This gave Spidey the time he needed to look Dawn over well. While her mother had not changed much in the intervening years, Dawn had changed quite a bit. He had only seen her on video phone a few scant times since his sixteenth birthday, but he only seen her face during their conversations. Her face, though more familiar, had changed somewhat. She still had a sweet and innocent looking visage, though her cheeks were not quite as rounded as they had once been. Her nose, eyes and lips, however, seemed to have been frozen in time, being just as vibrant and cute as all those years ago. Her eyes were just the same shade of deep blue, but seemed all the more striking now. Her hair was even fuller than it used to be. It hung down, ending just mid-way on her back. Various braids decorated the water-like tresses that framed her face and shoulders. Her body however, was where most of the changes had taken place. Her form was still quite slender and petite, though she still stood taller than before. Her slender dainty arms and legs were quite gorgeous and delicate. Spidey had rarely seen her without that pink scarf in her younger days, and could only thank her now for allowing that sumptuous neck to be exposed to him. Her bust had grown somewhat, but still retained a proportioned size to the rest of her small body. And though Spidey tried desperately to ignore it, he saw and could help but admire the cute butt that he saw in profile to the rest of her slender form.

In direct contrast to Dawn was her companion who had trotted through the door just afterwards. Piplup shouted his name in jubilance and rushed over to Pikachu and the others in the kitchen, who had momentarily taken a moment to stop gorging himself. The two embraced like two long-lost brothers and began to chatter as they proceeded further into the kitchen; away from the developing situation in the living room.

Dawn finally regain her composure and resumed her stuttering until she actually formed a coherent, if short word, "S- s- s- Spidey?"

Spidey, smirk still present, gave a small wave, "Hi Dawn? Miss me?"

Several emotions went through her mind and she struggled to sort them out. Chief among them were both happiness and shock, but a small well of indignant anger was there as well. She first overcame her shock and actually moved towards Spidey, who stood up in response. A smile graced her face finally, and she squeaked and wrapped around Spidey in a madly blissful hug. Then the third of the emotions surfaced and she released Spidey. The twenty-one year-old man did not see the slap coming but his spider sense did, not even for a second.

Dawn began a rant, something unusual for her, "What the hell, Spidey! Don't you ever call anyone anymore! I had to hear from Volkner of all people that you were even in NYC! What have you been doing for the last three years anyways! I heard from Goku maybe a few months ago but barely anything before or after! What's your deal! You just went dark on us before your 19 birthday two years ago! Then you just up and disappear! I don't think you've even talked to my Mom in all the time you were trotting around world have you! You should be more considerate!"

Spidey paused, either from shock from the slap, or from sheer force of the ongoing rant. He tried to say something, but words seemed to fail him. Even between the angry words being spouted at him, Dawn was a vision. Something he realized he sorely missed. A swirl of emotions welled up within him and he couldn't explain it. His understanding of these emotions may have come later than it did for most, but dense as he used to be, he now understood what feelings like this could mean. However, he had never actually felt them first hand, and it confused him. Having not seen her for so long, and seeing how much she changed, he immediately began to regret not having kept contact.

Then it clicked in his head again. In his attempts to better himself as a superhero, he had done the same thing he had foolishly done as a child. He neglected those who cared for him. He had tried to rectify this problem in his mid-teens, but the goal of becoming a U. Hero again lodged itself in his mind and had blinded him to all else around him. He knew that he derived joy from being with and training his loyal companions. But he knew far less joy than he once had because he had no one to share it with.

No friends to share his accomplishments.

No one to cheer for as they strove alongside him.

No one for him admire and to receive admiration from.

No one for him to care for, nor anyone to care for him.

It was just himself and his seemingly endless desire to better himself in the eyes of his peers and his Pokémon. That would change right now.

With this in mind, he gently laid a hand onto the shoulder of the _still_ ranting Dawn. Shocked by this action, she immediately fell silent. They looked deep into each other's eyes and Spidey quietly, but with utmost conviction in his words gave a simple request, "Please, come with me, Dawn."

Both Dawn and Johanna's eyes grew wide in the wake of those five words. Dawn was speechless and Johanna elected to get up and give the two of them the room.

Dawn blinked several times, as though somehow, her eyes could speak in the way her mouth could not at the moment. She must have realized this and finally seized control of her faculties and blurted out, "What?"

Spidey put his other hand onto Dawn's shoulder so that now held her with both. He continued to gaze into her deep blue eyes and began solemnly, "I'm an idiot. I thought that by myself, I'd be able to discover why I keep," he sighed and his eyes fell to the floor, "coming up short."

Dawn instinctively remembered the last two news boardcasts she had watched Spidey in: The two attacks on the USA. Between the two of them, she noted a marked improvement, but in both cases Spidey had lost. She remembered her own experience of a similar nature. Twice in a row, she failed to even pass the appeals rounds in contests when she travelled with Spidey. Like him, she had become discouraged, and even thought about ending her career as a student at a high school. But it wasn't like Spidey to quit. But he tended to make other negative decisions instead. She remembered a number of instances, both on her travels with him and told to her by both Gwen and Kevin, where Spidey shut himself off from the rest of the group. This had to be, by and far, the worst of all these occurrences and certainly the longest lived.

He continued dejectedly, "I have wandered for three years, looking for why I just can't cross the line from being a good trainer, to a great hero. I thought a new journey with a new set of eyes could tell me. Granted I've had some good times meeting old, long forgotten friends, making some new ones, seeing how people and places have changed. Yes, I've gained some new skills. Yes, I've learned from the experiences that will serve better in battle and in life. But in the end, it kind of felt empty. You know what I mean?" He looked up again, "Hardly worth being alone. Especially, now that I see being alone is the problem."

Dawn looked at Spidey with eyes that threatened to begin a torrent of tears at any moment. But she held back. Instead, she brought Spidey in close and hugged him tightly. She never wanted to let go. She saw his pain. She _knew_ his pain. Not just in her inability to make that final step to the title of a good daughter to her mom but also for the years she had failed to find a substitute for what she had with Spidey. There was no group she could travel with. Anything other than him beside her in their journey felt like a cheap knockoff. A fake. A lie.

A single tear fell from her eye and onto Spidey's chest as she hugged him. In that moment, she knew her answer.

"Yes."

Spidey grunted in surprise, "Huh?"

"I will come with you! I want to help you be the best. I want to help you discover who you are and what you can become. Just the same as I know you can do for me! " Dawn elaborated, the tears now streaming freely down her cheeks. She took her head from his chest and pulled his forehead to hers. She spoke ever so softly, "Just as you've always done for me."

In the close proximity of each other's faces, she could see now, he was beginning to tear up. He became conscious of this and became embarrassed and tried to break the hug, but Dawn did not relent. Instead she tightened the hug, and brought his head to her shoulder while mirroring the action with her own. She spoke softly in his ear, "Don't worry, no one is judging you here. U. Hero, Spider-Man (which she figured out his identity after MJ caught him in his spider suit), or simply man, you are perfect to me."

Spidey let out what was probably a small sob; and it was as confirmed by feeling of a teardrop falling onto the back of her shoulder. She rubbed his back reassuringly and for a length of time that neither of them could tell. They simply stood there in their embrace.

At last Spidey finally withdrew his face from her shoulder and looked longingly into her eyes. His own spoke volumes about his feelings that his voice never could. Regardless, he knew he had to say something. His mouth managed to curl into the smallest of smiles and he croaked in a half-way broken voice, the only words he could even think to say, "Thank... you... Dawn."

It was at this point that Johanna came into the living room. She saw Spidey and Dawn break away from each other slowly, though both of them looked on the verge of falling over without each other's support, both emotionally and literally. Dawn's mother thought of the only thing she could do.

She came over and put her arm around Spidey and led him up the stairs. She spoke in the most motherly voice he had heard since his own mother's, "There, there, take some time to rest in the guest bedroom. You can stay the night if you'd like. It's getting late after all."

Spidey could do nothing but nod in agreement as she led him into the guest bedroom that he himself had once been allowed to use eight years ago. She gently nudged him in. As she slowly closed the door, she spoke again in the gentlest of tones, "If there's anything at all you need. Don't hesitate to ask." She then finished closing the door and trotted down the stairs.

Dawn lay on the couch, sobbing a quietly. Pikachu, Beautifly, and Piplup, having watched all this, finally came over to Dawn. Pikachu was first to address her squeaked at her, "Pikaka?"

"Oh Pikachu!" Dawn mumbled through heaved sobs, "It's good to see you again!"

"Chu chu! Pi!" Pikachu replied, bounding up into the girl's bosom. He curled into a ball and began to snooze, adding his warmth to hers. Piplup jumped up to join them and the three began to drift off along with Beautifly.

"Thanks," Dawn chirped through a light sniffle. She lay there, her arm around the little yellow mouse, the little butterfly, and tiny blue penguin. A shadow of a smile managed to slowly form on the girl's lips as she began to fall asleep.

Johanna watched from the stairway as Dawn's crying slowly ceased. She quietly walked past her, taking a small chance to glimpse her beautiful daughter. She appeared to be asleep now. Johanna let out a small smile as she saw the same one on her daughter's face. It had been an emotional day for the two of them, she noted. She turned to the kitchen and began to make preparations for dinner. She knew that they would both, especially Spidey, be hungry after all that.

End Flashback...

After Hilary, Madoka, and the others expect for Spidey's gang and Kai just sniffled at that story after Johanna told it to them.

"So that's how you two at that age." Aelita was the first one to speak as she and the others got up.

"Yup, that's the story." Dawn said but she decided to become a coordinator like her mother.

"So, what now?" Tyson asked as he notice the sky outside turn dark after a few hours.

"Tomorrow, we going on the road. We need to see if there any citys or towns to found the gyms or contests. So rest up, we riding out in the morning." Spidey said as everyone nodded.

So, after that, they all got into their PJs and went to bed. Johanna and Sam slept in their room which they were in love.


	20. Chapter 20

Chapter 16

The next morning, Spidey and the others were walking on the dirt road leading to their first gym battle. Johanna has decided to come along for the ride, wearing the same outfit as Spidey, except for in blue and pink, Spidey has his fedora on replacing the cap for now.

As they walked enjoying the sights of the forest, Kevin and Gwen were looking on a map in their hands to the first city. "Hmm, if we can keep going on this path we might reach Pewter City for the first battle." Gwen suggested as they nodded, they continued walking along the path.

Suddenly, they reach a clearing alongside the road, they suggested to rest. After the walking they been doing all day.

So they set up camp for now, but Spidey hears something nearby. "Hold up guys I be right back." Spidey said as Pikachu and Beautifly were told to stay with the others.

Spidey walked through the forest, the sunlight shining thought the branches, the woods weren't particularly dense or overgrown but it was thick enough that you could get lost in them if you tried. As his shoes crunched over the leaves and sticks on the ground. As Spidey reach the source of the sound, his ears heard it again, Spidey saw it a bunch of people were standing in front of a maze of canyon with a very dense patch of fog you can't see through. The people were talking among themselves.

Spidey walked up to them. "Hey, what's going on here?" Spidey asked them with his arms crossed over his chest.

"Sorry. We were trying to figure a way through this path, but there was some Pokèmon in the fog attacking us, and we since we don't have any Pokèmon with us, we can't get through there." Said a girl, pointing to the fog.

Spidey looks at the canyon, looking to the right side and left side. "All right I see if smoke them out. But, if you need to get away from this, try and take the road on the right side, it will kill some time for y'all, I see what's up." Spidey said as he pointed to the right side.

"All right, mister." "Spidey, Spidey Parker." he replied as he walked into the fog like a silent samurai, the crowd walked around the canyon.

Spidey walked into the canyon with his senses on full alert, not noticing a pair of red eyes staring through the fog down on Spidey. It watches as Spidey walks through it. Then senses a evil aura coming after her. The Pokèmon run away as it jumped down into the canyon.

Spidey carefully walks through, passing one corner of the canyon. "Hmm, I wonder what type of Pokèmon are attack these people." Suddenly his spider sense goes off, Spidey stop walking and got into a quick draw stance on his Star Saber and Murasama Blade hands on them, looking around, eyes narrowed, spider sense tingling. Spidey's eyes widen as he flipped back and unsheathed his katana swords and deflected a fire ball as it exploded into a canyon wall. Spidey landed on a wall sticking to it like a spider, before blinking once, activating his Eagle Vision. It was a group of Heatran, some of them were on a wall.

Spidey raised an eyebrow, these Heatran were the source of danger to people. "So, you the source eh?" Spidey said as the Heatran growled at him. "Bring it on bitch." Spidey smirked as the Heatran begin to run at him. Spidey leap at them as he flipped over them. Landing on the ground, "Catch me if you can." Spidey taunted them as they unleashed Eruption full power. Spidey run away with speed as the attack hit the wall, Spidey sheathed his Star Saber. But before Spidey goes he quickly catch a Heatran with a Master Ball and place it on his belt.

Meanwhile Spidey was running away around two corners. He slows down a bit as he try's to regain his breath as he sits down on the ground leaning against a wall. "Whoa, that was crazy. But I wonder why that Eruption move didn't get me before I ran away." Spidey said as he stabbed the Murasama sword into the ground. Spidey cracks his neck, sighing with a bit of relief. Suddenly this happened. He suddenly a noise coming from the walls of the canyons. It was a scream. "GAAARRR!" Spidey perked his head up and looked around to find out where that noise was coming from. "What was that?" Spidey ask himself. He waited for the sound to come out, then it happened again. "DEEVOIRRR!" No doubt about it, someone's getting attacked out there. "Sounds like someone in trouble. I'm coming." Spidey got up and sheathed his Murasama sword as he dashed further into the forest of canyons to find out whats going on. After a few minutes he the scream a little louder and this time it sounded closer. "GARDEVOIR!" "Sounds like I'm getting closer!" Spidey bolted to his left. Soon he finally found the source of the cries for help, and stooded there in horror. He found the source to be a Pokèmon had an appearance of an elegant ballroom gown with a green underside with some small openings of the dress revealing just how toned her legs were and giving a small curve towards her hips and waist line with 'curl hair' down the sides of its head. Long, slender, white legs underneath the gown, green arms that are connected to the hand with no defined wrist, and slender fingers like claws that are connected to the arms directly, appearing more glove-like. It also has spikes to the side of its face that has a close resemblance to a masquerade mask. A band of green extending on its chest to the centermost and literally being pushed out with her very large C size cup breasts, they look as Spidey if one were to look carefully could see that the female Pokèmon which Spidey can tell by his mind and her small nipples were pressing against the dress connecting to the sleeve-like arms, almost appearing to resemble a Torso or top-like part to the dress. The red fin-like horns are on its chest and its back. While her red sensitive horn nearly being swallowed by her large breasts as well showing off some cleavage to the world. But the Pokèmon was holding something in its to protect it from the attackers.

The second Pokèmon who was hiding in her arms was a small, white hedgehog-like Pokèmon. It has green grass-like fur on its back and a pink flower with two leaves on each side of its head, which resembles a flower known as the Gracidea flower. Its legs are short and its underside is plump. It was a male and the smallest Pokèmon Spidey ever seen.

(What don't judge me about this? If this is an 'M' rated story, you need to get creative)

He saw the injured Pokèmon and she was being electrocuted by a Magneton and being attacked by two Golbats. Spidey's hunch was right, who or what the Pokèmon was but she was the one to crying for help. The attack stopped to see the electrocuted Pokèmon all seared. "Garde." The Pokèmon said weakly.

"What kind of Pokèmon is that?" Spidey said.

Spidey then got out his Pokèdex named Dexter and opened it to scan the Pokèmon. "Gardevoir. The Embrace Pokèmon. To protects its Trainer, she or he will expend all of its psychic power to protect a trainer it has made a deep connection with."

"Other one must be a Shaymin, the Gratitude Pokèmon." Spidey said himself to himself as he put up Dexter. "So what's a Gardevoir and Shaymin doing in these canyons?"

"Heh heh heh." Spidey turned to see three Pokèmon hunters men with one having a big scratch scar on his right eye. "There's no use running. Our client's gonna pay us big for you two."

Spidey saw this event going on and clenched his hands into fists. "Client?!" Spidey exclaimed.

_"They must be one of those Pokèmon Poachers!"_ Dragoon said, after all Spidey and him heard about them after Johanna told them about them. _"I wonder what their 'client' wants with them."_

But Spidey has other ideas. How could these hunters do this to a innocent and helpless Pokèmon. Spidey didn't know it, but something inside of him was boiling inside him like magma. The fire inside Spidey began to ignite, and exploded inside him. Spidey then bared his teeth in complete anger, and rage. Spidey couldn't take this scene any longer. The fog still provided cover for Spidey, so he use it to his advantage. He gathered his breath and shouted at the grunts. "HEY! YOU THREE BASTARDS!" The three grunts then stopped their assult and turned to the source. "Huh? Who said that?" "Don't kn-" The second grunt was interrupted by a low whirring noise, as one Golbat darted to the side, evading a whirling blade as it decapitated one of the grunts, causing him to be killed and dropped to the ground with his head sliced clean off, while the bladed chakram whirled back to its owner's hand, just as its owner walked out from the fog, the wind around them blow out the fog by Dragoon's wind power. "Hey! It's an kid." The first grunt said to his partner. Spidey was about 100 yards away from the two hunters as he put his chakram in his pocket and he stood in front of them at that distance. "Yeah, what's a kid doing here. Can't you see that we're busy here, now get lost!" The second grunt said. Spidey stopped walking towards them. Then he unsheathed his Murasama sword, the sword was cracking with red lightning as he looks at it. "Not until you two cock-suckers, leave the Gardevoir and Shaymin alone!" He said with a smirk as he placed his sword on his shoulder. The two grunts stared at him in shock, as the Gardevoir opened her red eyes as well as Shaymin open his green eyes weakly to see their savior standing up to their poachers. Since her kind can sense emotions from everything around them. She saw Spidey slowly walking towards her attackers trying to save her and Shaymin, she knew that he wanted to help her. But he is letting his anger consuming him. She can only hope, that his anger doesn't go too far.

The two grunts looked at him, and thought he was stupid by taking both of them on. Seeing their 3rd member was dead. "If I were you boy, I'd watch that mouth of yours! This is between us and Gardevoir and Shaymin!" "No! When it comes to protecting Pokèmon from people like you, I make it my business! Stupid duouchbag bitch." Spidey said in a mocking yet serious tone. This set both of the grunts off, in a fit of anger. "Oh! If you won't move and want be a smart mouth eh? Well be don't say we didn't warn ya! Golbat! Magneton! Aircutter/Thundershock!" The two grunts ordered they're Golbats and Magneton to attack, by firing white blade from their wings and a small jolt of lightning at Spidey. Spidey smirked before started dashing towards with his sword at his right side, rearing it back, the attacks were dodged as Spidey ran to the left swaying out of the way and did it again at the right, the lightning didn't hit Spidey, the grunts gasped in shocked and order their Pokèmon to continued their attacks, but Spidey jumped into the air leapting to them with his right hand grasping the sword, the Pokèmon gasped in shock and unsleashed their attacks again. Spidey deflected the attacks with his sword and unleashed a red matrix wave and rammed into the Golbats, which send them back to their trainers, fell to the ground with swirls. The two grunts looked at Spidey as Magneton was sliced in half by the HF sword, and Spidey landed in front of Gardevoir and Shaymin, Spidey then brought his left fist up and Superman punch the first grunt right in the face. The other grunt was caught off guard, when Spidey Sweet Chin Music him. With both of them on the ground holding their faces in pain, Spidey came up to one of them and pointed his sword at the grunts' neck, the Murasama sword was cracking with red lightning, Spidey said. "Listen douchbag! You and your friend are stopping this as of now GOT IT!" The grunt had a look of fear on his face, knowing that Spidey just might kill both of them.

Then after a few seconds the grunt looked to him and said. "Ye- yes sir." He replied. "And your gonna give any of your friends message for me. Tell them, if I catch any of you capturing innocent Pokèmon again, or so much as spit in their direction, I'm going to pay them a little visit. And believe me, it won't be as pleasent as the visits I payed guys like you. Understand!" Spidey asked the two scared men.

The both of them nodded at him, and returned their Golbats to their Poke ball and turned their backs and ran off. Spidey then calmed down from his rage fit, sheathed his sword, and then turned to the badly hurt Gardevoir and the uninjured Shaymin in the female arms, who the female Pokèmon slight flinched at him. She thought that he was going to hurt her as well. Spidey knew she was a bit scared of him, thinking that he might attack her and Shaymin.

Soon he slowly walked towards them while trying not to scare her farther. The Gardevoir and Shaymin saw him coming, and tried to get away. But due to her injuries for her to go anywhere. Instead she closed her eyes prepared for what would happen. She whimpered. Spidey soon got close to her. The female Gardevoir was shocked when she felt a hand caressing her face. She opened her eyes to her human savoir caressing her face with a caring smile.

"It's okay Gardevoir. Don't be afraid. I won't hurt you. Promise." Spidey said while giving her a comforting smile. She looked up, and saw a look of passion and caring on his face, while Gardevoir looked with confusion and affinity. She knew he didn't had the look of anger on his face anymore, so she knew that he would never hurt her and her adopted child Shaymin. _"I hate to spoil this moment," _Dragoon said in Spidey's mind. _"But we have to get away before any poacher comes back."_

Spidey mentally nodded. "Right." He then looked to Gardevoir and stretched his hand out. "Can you walk?" Gardevoir nodded and slowly hesitantly stretched her hand out and took his hand in a caring grasp. Shaymin got out of the Pokèmon's arms and went on her shoulder. Then Spidey slowly began to stand up, while helping Gardevoir up. She seemed to be about the height of Spidey's shoulders. Gardevoir managed to stand on both on her legs, while trying to balance herself. "There now, hey I got a camp site located about 50 yards out of these canyons. I got friends can help you. You think you can walk with me?" Gardevoir and Shaymin knew that Spidey was offering sanctuary, a safe place to be for the time being. Soon they nodded at him, which put a smile on his face.

"Ok, then camps this way now." Spidey said while pointing behind him into a hallway. Spidey started to walk back to the direction he came from with Gardevoir close behind him holding Shaymin in her arms.

Spidey saw her trying to walk but had a hard time because of her injuries, she was doing fine but suddenly lost her balance. Spidey saw this and in a speed of spider reflexes, quickly grabbed her before she fell, thus holding her in a bridal style. She looked up at him in confusion wonder why did he catch her like that. "Maybe I should carry you to our camp instead eh?" Spidey said while holding her. Shaymin then decided to sat on Spidey's head. Spidey soon began to walk back to campsite with Gardevoir in his arms. She felt flabbergasted. Then she felt strange in some way, thoughts swarmed around in her head. First this stranger came and protected her from the hunters and this human is carrying her because she is too injured to walk. Questions in her wondering why would he help her? A stranger coming by and rescuing her. Gardevoir knew there was something special about this human and she likes it. Gardevoir soon felt relaxed in his arms, a small blush appeared on her face she felt safe next to him along with Shaymin who was now resting on Spidey's hood. Soon she wrapped her arms around his neck, and buried her face next to his chest while listing to the sound of his heartbeat, closed her eyes, and felt her arms tightening around him.

Spidey felt Gardevoir's arms around his neck when he saw her burying her face into his chest, and felt her arms tightening around him, looked down at her. He smiled at the sleeping Pokèmon. "Looks like she's getting comfortable." He quietly said.

Dragoon smirked as he look through Spidey's eyes. _"If you ask me, she looks a little too comfortable."_

'Right.' Latias nodded in agreement from her Poke ball.

A few minutes earlier...

At the campsite, the gang were fixing dinner and setting up the table along with logs to sit on and a fire place around the logs. Dawn and Aelita had notice for a few moments that Spidey had not return from the thing he went to find out about.

"Man, Spidey takes his time to find out what it was." Tyson said as he was setting up his tent along with Hilary.

"Yeah, I wonder why Spidey didn't came back?" Goku said as he was laying back against a tree.

"Hmm." Johanna said as she was fixing some chili soup.

"Yeah, you know what? I'm going to find him." Aelita said. "No need Aelita." A voice said as everyone turn to see Spidey made it back to the campsite, holding a Gardevoir sleeping in his arms and a Shaymin in his hood resting. "Wait a minute! That's a Gardevoir!" Dawn said as she pointed her Pokedex at Gardevoir and explained the stats on her. Spidey put Gardevoir against a boulder causing her to wake up. "Didn't mean to wake you. Now I'm going to treat those cuts on you, with some first aid kit ok?" He said to her. Gardevoir knew that he was trying to help her, in anyway he can. So she nodded at him to let him know that she understood. "Guys! Get out my first aid kit in my pack." Spidey said as he took off his pack. Pikachu, who was in a tent, came out of it. He nimbly unzipped the pack and pull out a lunch box style with a red cross on it. Pikachu brought it to Spidey. "Thanks Pikachu. Now I need to hold still ok. This might sting a bit but it'll help get better." His right hand holding the spray bottle was surrounded a light blue aura which shocks Gardevoir except for his gang but not the Bladebreakers they were shocked. Spidey sprayed the medicine on the wounds, which made drew a sharp breath because of the burning stinging medicine. But she knew he would never hurt her in anyway, he was too kind and gentle to hurt her. But when she saw the anger in his eyes that worried her for a moment, but it faded away when he saved her, and brought back to his camp she knew he was a good and kind person. All the sear marks started to disappeared from Gardevoir's skin and she is starting to get some energy back. A moment later the aura dispersed. "That should take care of it."

_"What did you just do?"_ Gardevoir asked.

Spidey was flabbergasted when he heard her ask that question. "Di-di-did y-you just talk?!" He exclaimed. Along with the entire gang heard her. Gardevoir was shocked that he and the gang can understand her.

_"Actually Spidey." _Spidey turned to Mewtwo who got out of his Poke Ball. _"Because you can use Aura with your Dragoon now you can now hear the inner voices of all Pokèmon along with the gang."_

"Really?" Mewtwo nodded. "Then why didn't I hear Pikachu or Beautifly's inner voices?"

"I never said that you have fully developed that ability."

_"It would've been cool for Spidey to understand us."_ Spidey quickly turned to Pikachu and Beautifly along with Piplup in shock.

"I can understand you three!" Spidey and Dawn exclaimed along with the rest of the gang.

Pikachu, Beautifly, and Piplup were shocked as well. _"No way!"_

_"Okay. Now you can understand the Pokèmon."_ Mewtwo said. _"It won't be long until you can understand the inner voices of all Pokèmon."_

"Right down on that! Oh!" Spidey turned to Gardevoir. "To answer your question. Like Mewtwo said I have the ability to use Aura from my Dragoon. I used some of mine to enchance the medicine to heal your injuries." Gardevoir nodded in acceptance.

_"Why didn't you do that on me?"_ Pikachu asked.

"I was too relaxed that we were safe from a pack of criminals that it didn't occur to me." Pikachu nodded, knowing about the event of New York City's disaster and they left their universe. "And now we got that out of the way. Why were those hunters after you two?" Spidey asked Gardevoir as Aelita got Shaymin out of Spidey's hood.

Gardevoir sighed. _"I have a pretty good idea why they wants me and Shaymin. I was captured by a Trainer once. At first I thought I was gonna be loved. I protected him from harm and what does he do? He mistreated me."_

"How did he mistreat you?" Aelita and the gang are also listening more closely.

_"After all the times I protected him, he never thanked me. He never appreciated all the things I do for him. He pushed me too hard in training. Whenever I lose a battle he just yells at me and doubles the harsh training, most of which I always don't do well on. He told me I could never catch up with the others. I couldn't take it anymore. After we came to Sinnoh I broke the Poke ball he had me in and ran away."_

"That was a smart thing to do." Ray said. "Your Trainer sounds like a jerk."

_"With the way Gardevoir described him, he is a jerk."_ Beautifly said.

_"And he's a bigger jerk than you thought." _Gardevoir said. _"I'm pretty sure he sent those hunters to capture me and Shaymin. Which he came running after the 3rd hunter him."_

"No way! What kind of Trainer does that?!" Daichi exclaimed.

_"The jerky selfish kind?"_ Piplup said.

_"Normally I would tell this while tearing up, but I suddenly feel safe around you..."_ Gardevoir began.

"Oh! The name's Spidey. Spidey Parker. And the rest of the gang." Spidey said as he introduces her and Shaymin to the others.

Gardevoir smiled. _"Spidey. You're very different from the others."_

"I'm nothing like your Trainer or the hunters. I love Pokèmon." With that answer Gardevoir _definitely _knew Spidey was special.

_"I see. Anyways thank you for saving me."_

"I'm always happy to help." Spidey said referring to himself.

_"Oh. Almost forgot."_ Gardevoir sat up and kissed Spidey on his cheek making him blush a little. Aelita and Dawn exchanged looks a tiny jealous but a sly look on their faces nobody was seeing them about it, seeing Madoka and Mathilda having jealous looks on them. 'Well looks like two more along with Gardevoir are starting to fall in love with our Spidey.' Dawn and Aelita thought to each other. Back to Gardevoir, _"Consider this as a 'thank-you' gift."_

Spidey turned to Mewtwo who was smirking. _"Say anything and I'll go Way Big on you." _Spidey said through mind link.

Mewtwo put his arms up in surrender. _"Enough talk. Besides we need to find out about the first team we going up against tomorrow."_

"Oh yeah, we need to find out who are we up against." Kenny said.

"But for now, Spidey I need to test you how you Blading." Kai said as he look up at Spidey.

Spidey thinks for a moment. Then shrugs, "All right Kai let's get to work."

Spidey and Kai were standing in front of a Beystadium away from their campsite after they done ate with their launchers and Beyblades on them, while Kenny and Madoka has their laptops out on their laps while Spidey's gang were behind them waiting for the sparring.

"You two ready?" Goku asked them as they nodded and stared each other down.

"In 3."

"2."

_"This should be interesting."_ Gardevoir watched on closely as she was sitting down by the boulder with Pikachu and Beautifly and Piplup and Mewtwo.

"1."

"LET IT RIP!"

The Blades flew into the dish as they collided and grinding at each other as sparks were flying from them, before they separated and spun around the stadium.

"Hmh, Spidey you maybe a bit stronger than me. But not for long. Dranzer attack!" Kai commanded as Dranzer spun at Dragoon.

"DRAGOON ATTACK WITH GALAXY STORM!" Dragoon unleashed an white tornado as Dranzer was blow away but before Dranzer flipped and landed on the Running Core almost out of the stadium.

Dragoon ceased the tornado and spun at Dranzer, the same thing with Dranzer MS as they smashed into each other about couple times as Dragoon flipped over Dranzer and attack the Blade into a wall. Spidey smirked as Kai does the same.

"Come on Kai, show me what you got." Spidey said as Kai commanded Dranzer to present herself, in a red light beam, out came Dranzer as she rise her wings over her head with a eagle screeh.

"Cool, but watch this." Spidey said. "DRAGOON!" Suddenly the Bit Chip started to glow bright blue on the picture as it shot out into the sky, bring out Dragoon with a fearsome roar. "Let's dance." With that, they then continued to exchange some of their special attacks for a little while with Pikachu cheering Dragoon on, Shaymin watching in amazement and Gardevoir stunned. Her eyes are mainly focused on Spidey as he ordered his Dragoon. She then felt something warm inside her. She smiled at the warmth and realization hit her. She _likes _Spidey and loves him.

An hour later Spidey and Kai stood opposite of each other breathing heavily. Dragoon and Dranzer nodded in sportmanship and went back into their Blades as Spidey and Kai caught them. They smirked. "Okay. That's enough."

_"You two were amazing."_ Shaymin said.

_"You were indeed."_ Gardevoir said standing up and walked over to the two.

Spidey noticed her and smiled. "Hey Gardevoir! Looks like you're feeling better!" Gardevoir nodded. Spidey turned to the full moon and to the forest. "Forests are dangerous at night and those two hunters are still out there." He turned back to Gardevoir. "How about you stay with us for the night Gardevoir?"

Now Gardevoir was madly blushing. She then looked down. _"Well, actually. I want something bigger."_

"Bigger?"

_"Ever since you rescued me and Shaymin from the hunters and healed me I knew you had a really strong heart. Something that my old Trainer didn't have. What I'm trying to say is... I want to go with you! As your Pokèmon!"_

The entire gang were shocked after hearing that. "Are you sure?" Joel asked.

Gardevoir nodded. _"I practically have nowhere else to go and there's those poachers after me somewhere and I feel safe around Spidey. I wanna stay with you. I was hoping that-"_

"Sure." Gardevoir turned to Spidey confused. "You can travel with us."

Gardevoir was both shocked and happy. _"Really?"_

Spidey nodded. "I would love to have you on the team. Plus we'll keep you safe no matter what." He turned to the gang. "Right guys and gals?"

"Don't you mean, you're goanna keep her safe?" Ellie asked with a smirk.

_"She's got a point. You're the Trainer. It's your duty to protect your Pokèmon."_ Beautifly said as she landed on Spidey's head.

"Yeah, but you guys are goanna help me do that." Spidey countered.

_"Yes, but you are an Aura Guardian and Ultimate Hero."_ Mewtwo countered as well.

"I know, but you didn't really think I'm gonna do my duty alone, do you?"

_"Damn it! I thought we got you this time."_ Piplup scowled and pouted.

Spidey smirked and turned to Gardevoir and took out a Poké ball. "Ready Gardevoir?" Gardevoir nodded. "Okay! Go Poké ball!" He threw the ball which hit Gardevoir sucking her in when it opened. When the ball landed on the ground it shook a few times and made a 'ding' sound signaling the capture. Spidey smiled, ran and picked up the ball. "All right! I caught a Gardevoir!" He cheered while doing a pose. The ball opened itself making Gardevoir come out. "Don't like it in there?"

_"I always hated being in one of those balls."_ Gardevoir said.

"No problem. You can stay out like Pikachu, Beautifly, and Piplup."

Gardevoir nodded. _"Thanks."_ She then made a cute little yawn.

"Looks like somebody's tired."

_"Then it looks like we have get to back to the campsite."_ Mewtwo said.

Spidey nodded. "Right. Can you walk to our camp?" He asked Gardevoir.

Gardevoir blushed. _"Well actually-" _She yawned again. _"Could I...possibly...get a lift...to your campsite?" _She asked a little tiredly.

Mewtwo elbowed Spidey on his side, after hearing Dragoon told him between Spidey and Gardevoir. _"Told you! Too comfortable!"_

"Would you quit it? She's just a little too tired to walk."

Spidey said through mind link. He then walked towards Gardevoir. "I'd be more than happy to give you a lift." He then, once again, picked Gardevoir up bridal style and turned to the others. "Let's get a move on mates." He began to walk with Gardevoir in his arms followed by the gang with Pikachu riding on his shoulder and Beautifly on his head.

Gardevoir was really happy. She found a Trainer who will take very good care of her and never gets strict about anything. She, once again wrapped her arms around Spidey's neck and fell asleep while listening to his relaxing heartbeat.

Spidey looked down at the sleeping Pokèmon and smiled. _"I think she likes you." _Beautifly taunted.

"Would you quit it?" Spidey said through aura.

_"Yeah! Give the guy a break!"_ Pikachu said. _"It's not his fault that Gardevoir might have a crush on him. I mean look at Dawn and Aelita loves him."_

"Not you too Pikachu."

Spidey sighed. _"She doesn't have a-" _He then sensed a strange aura coming from Gardevoir. He blushed when he realized the aura is pink. _'She does like me.' _He thought.

A few minutes later the group found their way back to the campsite. "Man, we have been off practicing our Blades and it's already dark." Spidey said.

_"Well we were somewhere far away."_ Pikachu said.

"Plus we weren't that loud to the surrounding Pokèmon near here." Renamon said.

Gardevoir woke up in Spidey's arms and groggily looked around the campsite. _"So, where are we going to sleep in?"_

"Relax Gardevoir. Everyone has their tents, so me and my gang are going in our tent." Spidey explained as he, Dawn, Pikachu, Beautifly, Piplup, Aelita, Blade Wolf, Riley, the Digimon, Mewtwo who returned into his Poke Ball, Krypto, Shoeshine, Dojo, Drago, Skyress, and Shaymin went inside the Pod living style tent, the second gang head into one room side as they closed non transparent door into the wall, while Spidey, Aelita, Dawn, and Gardevoir went into the other room. After Joel zipped up the enter way of Spidey's tent, he and Ellie went into their own tent.

"Well welcome to our tent." Spidey said, that earned a small giggle from Gardevoir.

Spidey put Gardevoir down on her feet as Spidey, Dawn, and Aelita started changing into their PJs, when they got done, Spidey was just putting on his tank top, but Gardevoir however was looking at his body, liking she sees and blushing at the same time. Dawn was smiling mischievously, "Well Gardevoir you like what you see?" Dawn said with a cheeky smile.

_"I'm sorry, I didn't realize..." _Gardevoir tried to covered up her blush, "It's all right, if you in love with Spidey, it's all right me and Aelita forgot to tell you that we were in love with Spidey, if you willing to share him with us, it's cool." Dawn said with a comforting smile.

Gardevoir use her horn to sense the emotions on these two girls and they were indeed right, they were in love with Spidey. So hey, why not she can join in with them. Gardevoir nodded and give a small smile. _"Well all right then, if I'm willing to do it with you two to share Spidey, yeah I can live with that." _Gardevoir said as the girls nodded in agreement.

"All right everyone let's get some sleep and then we head for our first battle tomorrow." Spidey said as he layed down on the air mattaress, Aelita and Dawn did the same with them on either Spidey's sides while Gardevoir slipped under the covers and layed down on Spidey's chest.

"Good night everyone." Spidey said as they replied the same thing to him.

So, tomorrow they going to their first battle and most possibly contest for Dawn. What types of things will happened tomorrow, will they win or gain new friends? Find out in this story!


	21. Chapter 21

Chapter 17

The next morning, our heroes had packed up and now, they were heading for their first battle and gained their first badge.

The group finally reached the exit of the forest. "Finally! We are out of that forest!" Madoka said.

"And we are almost there to Pewter City!" Spidey said excited seeing the sight of the city. "And our very first Gym Badge!"

"Don't get too excited." Aelita said playfully.

Spidey turned to her. "Hey. It was necessary, I'm just so excited for our first battle. And it was pretty cool." He said chuckling at the sight of the forest.

Kenny sighed. "Okay, we need to get our cases for the badges. And Dawn you get one for your ribbons. I need to figure out who are we going up against the Gym Leaders. And after that we probably to resupplied for the next trip after we get done with our battle." Kenny said as they nodded.

"Right, come on!" Spidey said walking down the path along with his three Pokèmon and the rest of the gang.

"Hey! Wait for me!" Kenny yelled running to catch up with them.

After meeting a rock seller named Flint, the group finally made it to Pewter's Pokèmon Center. Upon entering, they were greeted by Nurse Joy.

"Do you want me to check-up your Pokèmon?" Nurse Joy asked.

Spidey and Dawn nodded. "I really apperciate it. Just these." He handed the nurse his pouch of Pokè balls along with Dawn give Piplup out of his Pokè ball as he went on the tray with Pikachu and Beautifly, Buneary, Pachirisu, Mamoswine, Quilava, and Togekiss.

"Have I seen any of those Pokèmon before?" Nurse Joy asked referring to Beautifly and Gardevoir.

"They're Beautifly and Gardevoir."

"Amazing! I never seen them in real life before. You should consider yourself lucky. I will have your both of your Pokèmon all checked-up." Nurse Joy then took the balls and Pokèmon and entered the nursing room. Except for Gardevoir and Shaymin.

"What did she mean 'consider yourself lucky'?"

Shaymin asked from Aelita's arms.

"Pokèmon from other regions are very rare here in Sinnoh." Spidey said. "People who live in Sinnoh would be very lucky to ever see another region's Pokèmon."

"That would explain why we're attracting attention, even though we're not Pokèmon." Renamon said referring to the people staring at Spidey and the gang.

"Let's just go, hey Kenny have you figure it out what team we going up against." Spidey said and the gang behind him and Dawn, went into the waiting room with Gardevoir and the others. "After my and Dawn's Pokèmon are all checked-up we're gonna go to the Pewter City Gym."

"Okay, I think I figure it out what team are the Bladebreakers going against, Ray I think you remember this it's the White Tigers X." Kenny said from his laptop as he type up the information.

"Oh man, last time we were on a team during the thrid world championships, well I just hope we beat them for the badge." Ray said crackling his knuckles.

"Yeah, we need to figure out who going against who." Max said.

"Okay, I need names of the gym leaders. Then we need to see who going against." Spidey said. "Okay, their names are Gary, Mariah, Kevin Chang, and Lee." Kai replied to Spidey.

"All right, since it's a four on four team but one on one style. I think got it: Max vs Gary, Ray vs Mariah, Kai vs Kevin Chang, and Lee vs..." Spidey said before he realize that three Dragoons bladers.

"Dang it! there are three of us and one Lee. So how to go against him." Tyson said, thinking. "All right, in order to see who wants to against Lee. We can play rock, paper, and sicssors for it." Daichi said.

"Ready." Spidey, Tyson, and Daichi got into a triangle circle. "A three out of two fall, winner gets to face Lee."

"Ready." Spidey said.

"Go."

Rock

Paper

Sicssors

Shoot.

Tyson and Daichi has rock, while Spidey has...PAPER!

"Dang it. All right Spidey one time." Tyson said. Score one for Spidey.

"Ready."

"Go."

Rock

Paper

Sicssors

Shoot.

Tyson and Daichi has scissors while Spidey has...ROCK!

"Second time." Spidey said with a smile.

"One more time." Daichi confident that he will win.

"Ready."

Rock

Paper

Sicssors

Shoot.

Tyson and Daichi has paper while Spidey has...SCISSORS!

"Well looks like I win." Spidey said with a smile.

"Man, you good Spidey." Daichi said as the three fist bump.

"All right, looks like Spidey will go against Lee." Madoka said.

"Then I better get you some advice on how to beat the Gym Leaders." Johanna said.

"I really don't need any advice, Johanna, but it's nice you offer some. Me and the others can beat them without them, we got a strategy."

"Don't tell me it might involve one of the Blades that have a disadvantage."

"Maybe and besides my Dragoon GT is prepared for anything."

Johanna was shocked. Before she smiled. "All right, if y'all got it. Then you are ready to go."

"Spidey Parker and Dawn Belitrz. Your Pokèmon are all checked-up." Nurse Joy called.

Spidey and Dawn and the rest of the gang went to the counter and Spidey got his Pokè balls back along with Dawn. "Thanks Nurse Joy."

"It's my job."

"Oh and one more thing, here's your cases for your badges and ribbons." Nurse Joy said as she handed the six bladers and Dawn their cases.

Spidey turned to Kai, Ray, and Max. "Now lets get to the Gym!" They then head out the Center to find the Gym along with the rest of the gang.

The humans, Digimon, animals, and Pokèmon found their way to two a rock-like buildings with the word 'Gym' on it. However on the right, with the glass doors has a Beyblade symbol on it, telling them it's the gym of the White Tigers X. While the other was the gym is use for Pokèmon trainers. "Well. This is the Gym all right." Tyson said.

"So Spidey, Ray, Max, and Kai. What's your strategy?"

Gardevoir asked.

"You'll see." The group walked in the Gym only to find it was dark inside. The lights went on to reveal the White Tigers X team sitting crisscrossed on benches.

"Who enters our Gym?" Gary asked strongly.

"Relax Gary, it's Ray you remember the others?" Ray said.

Suddenly Mariah stood up. "Ray? Is that you?" Mariah said and indeed it was Ray standing there with his team. "Ray! is it you." Mariah said with a smile. Spidey could tell that those two are probably girlfriend and boyfriend. Lee smiled and everyone stood up of his team stood up. Noticing Spidey, he said, "Hey Ray. Who that's behind you." "That's Spidey. And Right now me and my team are here to challenge you to a battle!" Ray replied with a serious face.

"We accept your challenge! My name is Lee, Mariah, Gary, and Kevin Chang and we're are the White Tigers X and Gym Leader!" The floor opened a hatch and a replica of a Shaolin monk tempale (the stadium where Ray and Mariah used to battle on) beystadium rose up shocking Spidey before cracking his knuckles and ready to battle. Lee, Mariah, and Kevin Chang went to a bench while Gary got on one side while Max got on the other as Spidey, Ray, and Kai went to sit on a bench near the wall, Dawn and the others on the blenchers with Pikachu and Beautifly in Ellie and Aelita's laps and Gardevoir sat near Dawn. "Here's the rule. This will be a 1-on-1 four team members battle. Who can knock out Gary or one of our Blades will be the winner and gain the White Tigers X Badge!" Lee said.

Max smiled. "Sounds good to me!"

Suddenly before the battle is get under way, a certain tan, squinty-eyed man with spiky brown hair, wearing an orange and brown vest with a green shirt underneath it and a white pair of pants and blue sneakers. It was the next door Gym Leader for Pokèmon trainers Brock who probably saw a familiar yellow mouse on the 21 year old shoulder, reason this person was friends with a certain raven spiky haired trainer known as Ash Ketchum, who recently was died after he was killed by Team Rocket about few years back and the Pikachu who was now with Spidey was Ash's. Brock probably kept thinking that Pikachu does belong to Spidey and he notices something between him and Ash, they same the traits of their emotions and you know what I mean. This Spidey Parker could be the second Ash Ketchum. 'Man, if this man right is alike Ash then I hope he gets rid of Team Rocket for good after they done to Ash.' Brock thought, then he notices Johanna who he meet one time.

"Hey Mrs. Belitrz." Brock called out to her, as she turned to the source of the voice. She gasped in shock, "Brock? Is that you?" Johanna asked as Brock went up on the stairs and sit with her and Sam, "Yeah, it's me Brock. So how you been doing?"

"Nothing I'm just traveling with the group here." Johanna replied with a smile as she and Brock talked like old friends, even she told Brock about her daughter who they meet and greet and Dawn told him about Spidey with the black jacket.

"You ready?" a referee said from a small stand between the team members.

"Ready." Max and Gary has their beyblades and launchers out and ready to let it rip.

"Ok boys." The referee said. "In 3!"

"2!" The rest in the blenchers yelled.

"1!" Spidey, Ray, Kai, Lee, Kevin Chang, and Mariah yelled.

"LET IT RIP!" Gary and Max launched into the stadium. Draciel and Galzzly collided at each other as sparks were flying between them.

Draicel holds back Galzzly with his defense. "Go Draciel!" Draciel knocked Galzzly to Gary's side not out of the stadium just yet.

"What's up?" Aelita asked as she saw something. "Why's isn't Max's Draicel take out Galzzly of the stadium?"

"Galzzly's second Attack Ring is a free moving ring." Dizzi and Madoka said. "So when it collides with Draciel's Attack Ring, they don't do any damage or push the other away while Draciel is an HMS Blade, it probably slowed down the spinning rotation."

"That again!?" Daichi yelled.

"Draciel!" Draciel uses it Attack Ring to knock to the edge in front of Gary and then Draicel began to spin in the center of the stadium. "Come on Gary. Let's see what you got eh." Max teased.

"Attack Galzzly!" Gary's Blade attacked, but Draciel dodged the attack, and then counterattacked from behind. "You think you can beat me in defense?" Then Draicel went back to the center.

"Don't have to." Gary replied.

"Go!" Max yelled, but his BeyBlade was dodged again. Then Max counterattacked again. "Rah!" Gary tried to push Draciel off, but it went back to the center. "Again!" Galzzly attacked, Draciel dodged, then Draicel countered, and finally Galzzly spun at the very edge of the stadium.

"Come on." Gary taunted Max playfully. Max roared and Draicel attacked, but Galzzly dodged it again, sending Draicel into the air. "Looks like it's over." Gary smiled.

"HEAVY VIPER WALL!" Max yelled.

"Whoa!" Galzzly dodged at the tidel of water coming from Draciel, but when he did - Max's Blade's Bit Protecter glowed purple as Draciel popped out of the Blade in a roar. "Galzzly!" Gary yelled as his Blade's Bit chip pop out the Bit Beast himself with a roar. "Keep dodging!" And Galzzly kept jumping from the oncoming waves of water as Draicel attack Galzzly from the air as they punch and Draicel swung his tail at him.

"It's a good thing we were gonna change the stadium after this anyways." The referee wiped some sweat off his face.

"I'm tried of this!" Gary yelled after Max's Blade went to the center of the stadium as Gary's Blade went into the air. "Bear Stomp Attack!" Galzzly began to glow red and came flying down at Draciel to crash down.

"AQUA SHIELD!" Draicel began to rise up from the ground a wall of water as Draicel the Bit Beast attack Galzzly and Gary's Blade slammed down to Draciel. A large explosion of pruple sent Gary railing back, doing two back flips, and then landing on his stomach - with Galzzly directly in front of him; it laying on its Bit Chip.

"Max is the winner. Next Blader." Max caught his Blade and Ray switch with Max as he stood on the platform as Mariah comes up also.

"Ready?" The stadium revealed a another one known as the Forbidden City Dish. "In 3!"

"2!"

"1!"

"LET IT RIP!" Mariah and Ray yelled as they launched their Blades into the stadium.

"Get 'em Driger." Driger smashed into Galux as a explosion of smoke popped up as Galux was tossed into the air before landing on the stadium as Driger went after Galux and smash into her as Mariah's Blade is wobbling a bit.

"Push him away Galux!" Mariah commanded and the Beyblade began to force Driger toward the edge, but Driger stopped before he could get too close.

"I don't think so." Ray said and Galux spun around Driger and tried to push him out of the stadium. Ray laughed and then both Beys began to spin around still colliding and spun around the stadium as well.

"Man, those two are like a pair of dancers to a fight." Spidey said as Max nodded. Kai smirked at the comment.

When the BeyBlades got in front of Mariah again, they went center of the stadium, and bounced off of each other hitting the wall in front of their Blader.

"I'm not giving up! DRIGER!" Ray yelled and Driger charged as the Bit Beast popped out of the Beyblade.

"Me either! GALUX!" Mariah yelled as Galux went toward Driger and her Bit Beast popped out and the two Beys and Bit Beast began to spark and clawed and pushed against each other in the center again.

"Wow!" Ellie yelled. "These two seem completely evenly matched!" The gang nodded in agreement.

Both Bladers smiled and chuckled at that, then their Beyblades began to leer to the opposite direction the other was leering to along with their Bit Beasts, struck the other going the opposite direction. They continued this again and again until the Beys finally bounced away from each other along with the Bit Beasts.

"Driger!" "Galux!" The Beyblades rammed into each other and the Bit Beasts did the same, spun around still connected until they faced their Bladers again, bounced away a little, and went back at it again; this kept going on as the Driger and Galux kept attacking each other...

'Should I use my Special attack and end this now?' Ray thought looking at Mariah. 'Or should I just wait and see what Mariah has in store since she being training a lot.'

"Go, Galux!" Mariah's Bey began to push Driger.

"Push her back!" Ray commanded and Driger did so. Then the Beyblades their motion from before. "Hey, Mariah." Ray looked up at the pinkette.

"Yeah?" Mariah looked up at Ray."

"Give me everything you've got."

"Huh?" Mariah asked.

"Don't hold back." Ray rose his fist up under him. "Okay?"

Mariah laughed out a 'Ha!' "You want me to use my Special Attack." Mariah smiled.

"Yeah." Mariah and Ray's eyes slited into cat like eyes.

"Whatever, bring it on." They both shrugged and their Beys went back in front of their commanders feet.

"Ok, Galux! Lynx Claw Attack!" Galux charged at Driger as the Bit Beast pounced at Driger.

"A claw attack, huh?" Ray grinned. "Go, Driger! Tiger Claw!" The black Bey was coated in green lightning and charged at Galux with Driger the Bit Beast's claw rised. The two Beyblades met in the center and energy began to rush around and out of the stadium.

"Wow!" Guilmon yelled. "Two claws attack! What an epic battle of claws!"

"Driger!" "Galux!" The Bladers yelled, the Bit Beasts kept clawing at each other.

A huge explosion erupted with a cloud of smoke following it! The smoke began to go up out of the stadium and gym.

"Who!? The refeere started. "Who won!?" The smoke cleared to show Galux and Driger both wobbling, but one Bey fell. "I don't believe it!" Everyone gasped looking at the stadium. "By sleep out, Ray and Driger are the winners!" Spidey's gang cheered.

"Nice job Mariah." Ray said as he caught his blade and Mariah smiled as they got off of the platforms and Kai and Kevin Chang were next.

This they going to use the same stadium again. "Ready?" The referee asked as Kai and Kevin ready their Blades and launchers.

"3!"

"2!"

"1!"

"LET IT RIP!" Kai and Kevin Chang yelled as they launched their Blades into the stadium. The Beyblades met in the center and grinded against the other, sparks flying as the crowd cheering.

Then the Beys began to smash into each other multiple times, then they began spin and spark against/around each other.

They stopped, facing their individual Bladers, and smashed into each other multiple times again.

"Dranzer!"

"Galman!"

The Beyblades grinded against each other and flew back in front of their Bladers.

Dranzer circles around the stadium as Galman spins in the center.

"What're you waiting for, Kai?" Kevin asked.

"I could ask you the same thing." Kai answered. "Attack!"

"Go, Galman!" The Beys collided mid way, went back to their respectful area for Dranzer to move a bit more in a circle, but only to dive back to meet Galman's attack in the same degree of the stadium they originally collided; and continued this...

"Wow." Madoka started. "Their doing a crouching tiger hidden dragon battle."

"Yeah except, me, Daichi, and Spidey wield a dragon and Kai wields a phoenix." Tyson said and him and Daichi both laughed at the remark.

"Go Galman!" Galman began to push Dranzer out of the stadium.

"Now, Dranzer!" Dranzer moved away from Galman, got behind him, and knocked him into the air. Dranzer starts spinning the center and Galman landed on the stadium and begins to circling around the stadium.

"What the?" Madoka questioned. "They switched rolls."

"Yes, except this will go completely different." Dizzi spoke up.

"Attack!" Kevin commanded and Galman charged at Dranzer and Dranzer met his attack, but Galman pushed him into the center and began to smash into the opposing Bey pushing toward the edge again.

"Please!" Kai swung out his arm and Dranzer swatted Galman back into the center and dived at the swatted Beyblade.

"Haha." Kevin chuckled. Galman then veered around in place and smashed Dranzer into the air.

"Let's go, Dranzer!" Kai summoned the phoneix out of its confines.

"Yeah! Galman!" Kevin also summoned his Bit Beast.

The Bit Beast collided in the air and the explosion sent Dranzer's Bey back to the stadium floor in front of Kai.

"Go!" Both Bladers ordered. The two beasts collided heads as their Beys also collided.

Then Dranzer began to peck at Galman's head as his Bey rapidly attacked Galman's. Galman jumped away and Dranzer planted her talons into Galman's side.

"Get off!" Kevin yelled and Galman tail swatted Dranzer in the beak, sending him away.

"Into the air again, Dranzer!" Dranzer and his Bey went into the air.

"Spiral Fireball!" Kai yelled as his eyes glowed yellow as he was surrounded in a flame aura, Dranzer was engulfed in flames and soars into the air and then there was a bright light caused by the flames dives down to Galman.

"Crazy Monkey Attack!" The Blade begin to make multiple copies of himself then him and the Bey went into the air colliding with Dranzer and her Bey.

"Another collision of fire and copies!" Goku said in awe. "Will Kai win this as well!?"

Then the collision ended in an explosion.

After the smoked cleared, everyone saw Galman crashed into the wall of the stadium and Dranzer spinning perfectly in the center.

"Kai takes the win!" The referee roared as the crowd did also.

"That was a great match, Kevin." Kai compliment as Kevin picked up his Beyblade.

"Thanks Kai. You too." Kevin stood up smiling; they both then walked off and sat with their friends.

"Spidey vs Lee." Tyson said excited, he wanted to see how powerful is Spidey with his Dragoon, along with the rest of the gang.

"Go get 'em Spidey." Kai said as he looked at Spidey and nodded to Kai. Spidey stood up and cracks his necks as he remove his jacket and backpack revealing his MGR shirt black with Raiden on it and the Ultimatrix and Spider Morpher and the Bey container on his left arm. Gardevoir notices the green device on Spidey's left arm with a green hourglass and black background dial. After Dawn told her that's the Ultimatrix able to transform Spidey into aliens and all sort of things you can do.

"All right, Lee you better be ready against Dragoon GT." Spidey gets his launcher ready and turn up his Dragoon's Engine Gear until he heard about two clicks and locked it on his launcher before deciding to get it a extra kick as he turned his grip upside down like Tyson did against Carlos. One known fact about the grip and launcher and ripcord, they been modify to handle against Spidey's super strength.

"Wait I think he's going for wrist release launch." Madoka said seeing how Tyson did that against Carlos.

"All right, ready?" The referee said as the stadium switch to...DESERT TEMPLE!

'Hpmh, Spidey make sure to use that vanishing attacks and wind attacks to a medium.' Dragoon thoughts to Spidey as his Blader nodded.

"3!"

Lee gets his launcher and the Blade ready.

"2!"

"1!"

"LET IT RIP!" Lee yelled launched his Beyblade into the stadium.

Spidey's muscles tensed before pulling the ripcord hard, "AHH!" as Spidey's left wrist spun rightside up surrounding in a wind tornado, pulling the ripcord with force and the gears in the launcher were spinning hard and fast at super sonic speed and tiny sparks of fire inside appeared as the Beyblade went spinning with super sonic speed as it went off the launcher. "All right Dragoon! It's time to LET IT RIP!"

The Beys met in the center sparking away and an explosion happened between them sending them across the stadium from the other.

"Whoa!" Madoka shouted, "What's wrong?" Tyson asked. "Checked out the launching speed on Spidey." What made Tyson and Daichi's jaw dropped in shock to the ground literally, the RPM was in about 10,000 while the spinning rotation is about 200 mph, thus making Dragoon a mini tornado, without losing spin power Spidey can't beaten by any type of Beyblade, even Kai, Max, and Ray came up to the blenchers and checked out the commotion and same thing happened to them too, even Kenny was in shock and Dizzi pick up what they saw.

"GOOO!" Both Bladers yelled. Their Beys collided in the center again and began to bash into each other. Then they stayed together again just to be blown away by another explosion; but then they began to rapidly bash into eahc other again and again with explosion still happening, but they didn't fly away from each other too far.

Until, they connected again, spinning around in the center, and a spiral explosion sent them to across the stadium in front of their individual Bladers.

"Alright, Spidey." Lee began. "Let's see you how good are you as a Blader!"

"Yeah, bring it, Lee, if you got the guts!" Spidey accepted.

"Attack, Galeon." Lee commanded, but Spidey moved his hand to the right and Dragoon went up the right wall as he vanished in thin air, reappeared at the right wall, dodging Galeon's attack.

"Again!" Lee attacked once more, but Dragoon vanished again and Dragoon reappeared to the left wall, again dodging Galeon's attack.

"Hold still will ya!?" Galeon attacked once more.

"Ha!" Spidey laughed. "You think that will work on Dragoon?!" The two Beyblades collided in a blaze of sparks, before sending Dragoon into the air, almost hitting the ceiling of the gym, but..."ATTACK, DRAGOON!" Dragoon GT came skyrocketing down and smashed onto Galeon's Attack Ring.

Fist tightened, teeth clenched, Beys sizziling, and the sparks between them flying off and licking the walls next to them.

"Oh wow!" Spidey said in awe.

"Now let's get this show back on the road. Dragoon!" Spidey smiled.

Then the ground below the two Blades began to crack, then the two tops bounced away, with pieces of the ground going with them but they came off easily.

The two Beyblades began to spin around the stadium perfectly away from each other, but they were making their way to the center not touching each other down the way over the sand; when they met in the center they continued spinning in the same motion. Then they bounced away from each other-

"Looks like this is already an exciting match." Lee started, smiling at Spidey.

"Agreed mon." Spidey smiled back.

"Let's see how you do against this." Lee grinned.  
>"Black Lightning attack!" Galeon rushed to Dragoon GT, with a bright black lightning coated on it.<p>

"Sweetness!" Spidey cheered as Dragoon spun in the center. "Dragoon! Hyper Victory Tornado!" Dragoon shook for a moment before started accelerating toward Galeon.

The two specials collided, a golden explosion happened, but Galeon was the only Bey seen flying away - Dragoon was still in its same spot.

"What was that?" Lee asked in utter confusion.

"Come on man." Spidey replied. "You cannot defeat the speed."

"That doesn't matter. Galeon!" Lee yelled. Galeon attacked again and Galeon smashed into Dragoon.

"Whoa!" Spidey yelled as Dragoon hit the stadium wall. "Heheh. Nice one, Lee. But let's see how you like to be thrown out. DRAGOON!" Dragoon rammed into Galeon and upper cut him out of the stadium toward to an inivisble cage wall.

"I don't think so!" Lee yelled. Then the Beyblade transformed into Galeon and began to run on the wall, then jumped back into the stadium, turning back into the Blade and met Dragoon in the center in a wild collision of sparks.

"Did you see him?!" Spidey asked.

"Who." Lee answered. "You saw Galeon.

"Yeah, that lion is dangerous but friendly style." Spidey scratched the back of his head.

"Hmph." Lee grinned.

"But let's not worry about that!" Spidey said.

"Right!" They both looked down at their colliding Beys.

"Dragoon!"

"Galeon!"

Then a explosion separated the colliding Beys.

"I think it's time for our next Special Attack, Dragoon." Spidey smiled as Dragoon went to the center of the stadium.

"Go, Galeon!" Lee ordered and Galeon went in front of his Blader ready to attack.

"Storm Attack!" A tornado surrounded Dragoon and went into the air as it unleashed a sand storm.

"Dark Lightning!" Galeon began to glow with blue/black lightning and charged, but it didn't go through the tornado; it sat on the side of the tornado.

"Can't get through it." Spidey smiled.

"Don't count me out!" Lee smiled back.

"RRRRAAAHH!" Both Bladers yelled and an explosion of black and wind happened between the two Specials. Dragoon spun away to the wall in front of Lee and Galeon landed on the wall in front of Spidey. Both of them looked down at the opposing top, looked at each other, and chuckled.

"ATTACK!" Then the Beys dove toward each other toward the center, but they went across the other, hitting on the side; this happened four more times with the Blades spinning back in front of their owners.

"Come on out, Dragoon!" Spidey commanded and his Dragoon came out of its Blade with a fearsome roar.

"A-amazing." Lee stared at Dragoon.

"Hit him now, Dragoon!" The Beyblade sparked against Galeon, but the Bit Beast swatted Galeon away from one of his large forearm claws against a stadium wall.

"Galeon!" Then, a second after the Blade landed back on its tip, Galeon began to stand next ot its Bey. "Galeon!" Lee grinned widely finally to summoned his Bit Beast.

"Alright!" Spidey jumped up with his fist in the air. "Now, let's make this a real battle!" Spidey smiled widely.

"You got it!" Lee smiled back.

Then the Bit Beasts and the Beyblades began to collide head on, rearing back to smash back into each other four times, and then backed away from each other.

"Now, Dragoon!" Then Dragoon swatted his right claw at Galeon.

"Dodge it!" The Blade and Bit Beast went away from the attack and continued to rush around the stadium with Dragoon right behind.

"Now!" Lee yelled and the lion and its Bey both stopped, then the black top hit oncoming white one at the same time as Galeon turned and pounced on Dragoon; but appearently Dragoon leaned back as Galeon sailed over him and Dragoon swatted Galeon with his tail and its Bey rushed around and got in front of his dazed opponents and attacked.

"Please!" Spidey yelled and Dragoon's Beyblade veered around and hit the oncoming attack as soon as Dragoon hit Galeon arcoss the face with his tail.

"Now!" The Bladers commanded and their Bit Beasts and Blades began to ram into each other head on, they smashed together six times and then jumped away again.

"Attack, Galeon!" Galeon started running at Dragoon. It's Engine Gear engaged. "Hit hard with your Spiral Lightning."

"ENGINE GEAR! FULL BLAST!" Dragoon's Engine gear activated. "Get ready. GALAXY TURBO TWISTER!" Spidey's Beyblade began to unleashed a giant size white twister than Galeon and went at Galeon and collided with said opposing Blade in clash of lightning and wind.

"Oh no!" Madoka yelled. "Come on Spidey!"

"Not today amigo!" Spidey swatted his hand in Madoka's direction. "DRAGOON!"

"GALEON!" The two creatures then let out their battle cries and one final explosion of blue and black happened, blowing away the Bladers execpt for Spidey who uses his spider powers to stick to the ground and causing some odd damage to the cage. The Beys landed in the stadium, Lee struggled to get up, letting out sounds of pain. Spidey however didn't felt any pain as his Bit Beast stood along his Blader and Bey. Lee got to his feet, walked toward the stadium, and saw his Beyblade wobbling.

"Go." Spidey said raising his fist next to him.

"Now." Lee said weakly doing same as Spidey.

They punched out their fist, their Blades hit, and all four went backwards. Lee hit the ground alongside Galeon stop spinning and Spidey held out his hand as Dragoon went back into his Blade and sprung back to his hand. Spidey and Dragoon were still standing. "Your winner is Spidey!" The referee said.

"Looks like we have been beaten." Lee said with a small smile.

"We did it! We won!" Spidey cheered along with Tyson and Daichi.

Kai smirked. Ray and Max smiled as Dawn high five Spidey and everyone else give Spidey's good battling.

"Nice work Spidey."

Pikachu said as he jumped on Spidey's shoulder after Spidey got back on his hoodie and backpack.

"You are a really good Trainer/Blader. I'm really glad I chose you."

Gardevoir said with a smile.

"Good battling!" Madoka congratulated.

"We must agree." Lee and his team said walking towards Spidey and the gang. "You're unlike the others challengers who battled using their Blades that have a disadvantage against my Galeon and my blader. And as a proof of your excellence, I give you the White Tigers Badge." Lee handed Spidey, Tyson, Daichi, Kai, Ray, and Max small White Tiger symbol badges.

"Thanks Lee!" Spidey said taking the badge for his team along with the Beyblade team their badges. "All right! I just got our very first badge!"

After obatining the badges, Spidey and the gang along with Brock headed back to the Pokèmon Center to talk or something, the White Tigers X are staying at their house to rest. After they have been checked-up with their Blades, Brock began to flirt with Nurse Joy, which Johanna dragged him away from. They then sat in the waiting room talking to each other.

"So Spidey. How did you get that Pokèmon?" Brock asked referring to Gardevoir and Shaymin.

"I got Gardevoir and Shaymin when I resuced them from three poachers in a forest nearby a canyon." Spidey answered. Brock nodded. "I want to battle some most amazing as a Beyblader as I can with Tyson and the others and become the world's Ultimate Hero. That is my dream."

"Your dream sounds nice. I wish I can go out and accomplish my dream."

"What is your dream?" Dawn asked.

"I want to be the world's greatest Pokèmon Breeder."

"Wow! That sounds like a major dream man!"

"Thanks. But I can't go on an adventure because I have to take care of my little brothers and sisters. I was always there for them since my parents weren't around. I was so busy I can't afford to go on a journey."

"Preposterous." The group turned to see Flint.

"Flint." Aelita said.

Flint looked at Spidey. "How did you do young man? Did you lose to Lee and his team?"

Spidey shook his head. "Nope." He and his Beyblade friends showed Flint the White Tigers Badge shocking him.

"So y'all did win. Congratulations." Flint turned to Brock. "Hello Brock."

"Hey dad." Brock said shocking Spidey, and his gang and the Pokémon. Flint removed his helmet and fake beard to reveal an older Brock.

"Oh. I can see the resemblance between the

_two."_ Beautifly said.

"Yeah. Me too."

Pikachu said.

"Son. Go on a journey and accomplish your dream." Flint said.

"But what about-" Brock began.

"Don't worry about the Gym and the kids. I'll take over as the Gym Leader and take care of them when you're on your journey. Go and be the best breeder ever."

Brock turned to Spidey and his gang. "Can I go with you on your journey that way we can help each other?"

"Are you kidding? We'd love to have you with us! Right, guys?" Ellie asked the three Pokémon and the gang and they nodded.

Brock smiled. "Thanks guys." He turned to Flint. "Okay. Just a couple of things before I go." He brought a long list and explained each thing in there giving Flint a headache. Spidey and the Pokémon sweat dropped at the scene.

Spidey, his gang, Pikachu on his shoulder, Beauitfly on his head, Gardevoir at Spidey's side with Dawn and Piplup on her head, Aelita with Shaymin in her arms and Brock were walking down a path out of Pewter City. Miguel and his team were leaving except for Mathilda, she wants to stay with the gang. Saints Shield and Julia and Raul were going also. So they said their goodbyes and move out. "So where to next?" Spidey asked.

"The nearest Gym is in Cerulean City. So let's head there." Kevin and Brock said.

"Wait a minute guys. We need to head for Jubilife City. I need to registered for a Contest Pass for the Sinnoh region. Okay, then we can go to Cerulean City." Dawn said. "Sure, why not?" Spidey said as Dawn hugged her boyfriend.

Spidey nodded. "To Jubilife City it is!"

"Come on. Race ya to Jubilife City!" Spidey began to ran.

"Oh, you're on!" Dawn and Aelita said also running, Gardevoir following behind along with the gang. Brock began to ran as well.

"Hey! Get back here!" Said an tired Kenny running after them. Thus the group were heading their way to Juilife City.


	22. Chapter 22

Chapter 18

Our heroes walking down the path to Jubilife City, as they talked and joked and laugh as they have the time of their lifes, but the sun was now setting over the mountains, so they decided to set up camp in a clearing near the dirt road by the forest and a big lake with a waterfall, about 1 mile from Jubilife City.

As the gang set up their tents, Brock and Johanna were cooking dinner while the Digimon except for Renamon were playing around with Ellie and Riley and Krypto and Shoeshine, Renamon however was helping Spidey setting up the logs to sit on and had a camp fire as they put the last wood in the circle and Spidey uses his Star Saber and Murasama to clashed and spark as a fire roared in the fire place, Spidey smirk and sheathed his swords. Joel was cleaning his weapons as Sam and Goku spar with each other at a small island in middle of the lake, hand to hand style and held back their power but use a little of it.

Gardevoir was however sitting on a rock and watching the sunset as she sighed happily. Ever since she and Shaymin were captured by Spidey, Shaymin was with Aelita like a little son, due to the fact he made her his mother other then Gardevoir. As Gardevoir has to thank Spidey for capture her, knew that he was a special boy, she loves him and the girls, after talking with Dawn that she and her talk about Spidey, in fact Gardevoir did learned that he popped her cherry, after explaining how Spidey did it to her, Gardevoir want it to see it if she can have her moment with Spidey, a warming feeling fill her with a happiness as she sighed happily.

As Brock was setting up the bowls for the Pokemon, two near the lake, one small and a big one, after hearing Spidey has legendary Pokemon he was shock at first, but think it and Spidey told him they're all right, and after Spidey giving Brock the ability to hear Pokemon speak to him, he was pleased and able to hear the inner voices of Pokemon everywhere.

After they set up a dinner table with chairs for everyone, Brock and Johanna and Chance and Jake has put the food on the table with the plates and forks and spoons on there.

"Guys! Dinner's ready!" Johanna yelled gaining everyone's attention as they turned and look.

"Well! Let's eat!" Spidey said, after they washed their hands of dirt, Spidey decides for Gardevoir to be introduce his Pokemon, so he got out his Pokè balls and Masters Balls containing the legendary Pokemon, "Come on out everyone!"

With that, Spidey lobbed them into the air and all of them opened and release them in white lights, their forms begin to appeared and they stood as some roar and cooed and greeted.

Gardevoir notices the Pokemon that Spidey has, she was greeted by them with their native tounge and Gardevoir greeted them back, the two water Pokemon were in the lake as Kyogre and

Lapras greeted to her and Shaymin who was playing around with Mew and Latias.

Dawn did noticed that Spidey didn't told her about Cresselia and Darkrai, she notice that Cresselia was pretty as a female. She had three pink lunar shaped wings coming off her main swan like body, and her feathers where mostly blue and yellow, she had two small hands on her front and her small face was framed with two crescent moon shaped protrusions that formed a collar of sorts and joined at the top. A gem like mound sat on top of her head and she was leaving a trail of glittering particles in her wake. She has pink eyes. Some of the girls who didn't this type of Pokemon were gaping at the cuteness of her. Brock was in shock at a Cresselia was with Spidey. "Spidey, where you get her at?" Johanna ask. "She's so...beautiful." Hilary said in awe.

"Don't forget, Darkrai is here also but hey he's pretty cool with his type as a Dark/Ghost type Pokemon." Tyson said after reading up about him, the guys were impressed at Spidey and Darkrai and the others.

Cresselia cooed in thanks, saying thank you to them, before she floated over to Spidey and nuzzled his face affectionately. He laughed and stroked her head before she flew over to the other Pokemon leaving a shiny trail of star-dust behind her. Spidey's other Pokemon instantly greeted her again and started to chat with her again.

Dawn launched her five Pokeballs into the air and they snapped open, spilling white light out and taking the forms of Mamoswine, Togekiss, Pachirisu, Quilava, and Buneary. All but the latter instantly made their way over to Cresselia in awe and respect to introduce themselves to the other Legendary Pokemon, Gardevoir and Cresselia chat with each other, Piplup wriggled out of Dawn's arms and followed his team mates, anxious to meet Cresselia and the other Legendary Pokemon, whilst the small bunny went over to lavish her undivided attention on Pikachu, completely oblivious to the Legendarys in front of her.

Brock brought out his Pokemon, which were Happiny, Sudowoodo, Onix, Zubat, a second evolve form of Mudkip, Geodude, the other Pokemon from the Hoenn Region, and Croagunk. Sudowoodo and Happiny immediately ran for the food, but Croagunk in his usual non-chalant stance just stood in place. Every Pokemon started to eat their food as Gardevoir was helping herself with a bowl of fruit by the chairs.

"All right Spidey, I think you own me a explaination. Why you got ahold of Cresselia and Darkrai? I heard about those two in the Sinnoh Region, but these two don't look like the others in their original places?" Johanna asked with a eyebrow raise, as well as everyone else except for Spidey's little gang.

Spidey sighed. He knew this would coming up the alley about the Lunar Duo he caught in Canada in a town before he went to Japan. "So everyone gathered around this story needs to be told about right here, right now." Spidey said as everyone gathered at the table, eager to hear about this story he's got.

"All right, here how it goes..."

Flashback...

As the 19 year old Spidey Parker arrived in the captal of Canada during Oct. 21st with his gang as they got off of a express train at a station as they head outside of the station, 6:00 pm at night as they arrived to train where Chance and Jake, who they live here at a junkyard and they were the famous Swat Kats protect the world with Spidey and the other heroes.

As Dojo got off of Spidey's right shoulder and flew to the ground as he grow to his massive state. "Hop on, everyone." Dojo said as they mounted him and he took off into the sky heading for a Best Western Hotel after Spidey booked one room for them and himself, Spidey told Chance and Jake that they will meet up with 5 days. For now, Spidey and the gang reach the hotel and got themselves to the room.

As they got themselves settle in, Spidey told them to have fun at the indoor pool, they asked why for? Spidey told them that he decided to give you a break from the training and start to have fun, they nodded and Spidey give them towels, Blade Wolf will watch over them as they head for the pool.

Spidey laids on a bed in the room as he started to think about some things were on his mind. He got to the point he falls to sleep within a few hours.

Meanwhile, the gang were swimming except for Renamon and Blade Wolf who were watching over them.

"Huh, I got thank for Spidey to let us take a break." Renamon said as she laid on a lawn chair, "Yes, I agree with you on that Renamon. Although, I'm glad that we get to relax for a bit and rest up." Blade Wolf replied as he watchs over the group.

"Tag! You it." Guilmon said as he tagged Riley and swim away as the gang were playing tag, Riley barked and doggy paddle after him while Beautifly try to flew away from Krypto as he plays with her. "I'm going to get you Beautifly!" Krypto replied with a playfully tone. "Beautifly!" The Butterfly Pokemon said as she uses Silver Wind at low power, Krypto was blow away lightly but kept up with the chase.

As Renamon watches them play, she begin to think her and the others partner Spidey, he pretty strong and has a big heart for them as partners, she wondered why Acreus brought them to Spidey in the first place, because he noticed Spidey as a Aura Guardian and a U. Hero, he brought him and the others to Spidey during Christmas time at the age of 5 along with Dawn, she pretty nice to get along with. Renamon sighed and smiles at the thought.

"Listen Wolf, I'm going to check on Spidey I wondered what he's doing. I be back." Renamon said as she got up and walks back to the room to see what Spidey is doing.

"I wondered how I'm going to wake him up." Renamon said as she made her way to their room on the fourth floor.

Spidey was in the middle of his dreams, or rather, very vivid _nightmares. _His skin was covered with a film of sweat and his eyes were darting back and forth rapidly under closed lids. In his dreams everything was going wrong, and he couldn't do anything to stop it. Everything he'd been through was replayed in his mind only with everything not working out in the end. He was powerless as he watched his friends and family die over and over as well as every other living being on the planet.

Renamon walked into their room and was about to wake up Spidey, when she noticed the pained expression on his face and having muscle sprasms as he twitched each way on his bed. Quickly running over to his side with worry Renamon shook him and tried to wake him, "Spidey! Wake up, your having a nightmare!" When that didn't work Renamon vanished into thin air and went to the pool area. "Guys! Spidey is having a nightmare!" At that, the gang raced back to Spidey and their room as they saw him still in the state, Pikachu knew what to do and zapped his trainer with a minimal amount of energy of a Thunderbolt and Spidey's eyes snapped open and he fell out of bed, crispy but very awake. Everyone would have laughed but was too concerned. "Spidey are you ok? You looked like you where going through some painful dreams." Palmon asked.

Shaking his head to clear the remnants of the nightmares he stood up. "I was, thank you Pikachu. I've not had such terrible dreams like that in a long time. Everything was wrong, nothing we did turned out right and everyone was-"

Renamon brought him into a hug and silenced him, "It's ok, it was just a nightmare, nothing more." Spidey pulled back and smiled at her in thanks. As everyone prepared for bed, Spidey's spider sense goes off as he detected a crime happening as a police scanner that Spidey had came on. "Officers, we got a 23-code 57." Spidey heard the call. The crime 23-code 57 was a cage and killing for money of a animal or a Pokemon. Spidey had a encountered with one of those back in LA during July it was a animal not native to the country, but this time it maybe a Pokemon this time.

"Y'all heard that?" Spidey asked them as they nodded. "All right, I want some of you to stay here. Renamon, Blade Wolf, Pikachu, Beautifly y'all with me. Let's roll." Spidey said as he activated his Spidey suit and open a window as Spider-Man jumped to the edge of the window Spider-Man style. "Let's go." Spidey said before he dive out along with Renamon as Spidey got out Pidgeot and Swellow from the Poke Balls as Renamon mount Swellow and Blade Wolf on Pidgeot, Pikachu on Beauitfly as Spidey shot out a web line to a building and swung as they try to find the source of the crime its at.

About a few hours later...

"Damn! We can't find it, they must told it wrong." Spidey said with a frown under his mask as he and the gang were top of a building roof. "Come on y'all maybe we can find it in the morning." Spidey sighed as they get to head to the hotel.

But, suddenly, they heard a loud wail come through from somewhere deeper within the city. Blade Wolf's hearing sensors immediately perked up. "Huh?"

Spidey made his way over to the edge of the building with the gang to see if he could see anything, but nothing was in the immediate area. He'd never heard that cry before but it sounded like it was in serious pain and he feard some Pokemon had become injured and was in need of help. "Can you hear anything Wolf?"

Blade Wolf's visors slammed over his eyes, going into AR mode as the area become darkish-blue grey, scanning for the source of the cry. Suddenly Blade Wolf got the source, he could faintly make out the sounds of people talking a long distance in a warehouse away and a whimpering of some kind. "There! In the warehouse, it's the crime!" Blade Wolf said pointing in the direction the sounds where coming from.

Understanding, Spidey began to leapt down and shot out web lines to swing his way through the air as the others followed him, careful not to make too much nosie incase there was danger nearby. About five minutes of swinging and flying their through the buildings and wall crawled into the warehouse with Blade Wolf and Renamon on the stands with Beauitfly and Pikachu on Spidey's stomach they came upon the source of the sounds and all of them gasped.

Several men dressed the same as the poachers he and the gang ran into about 2 weeks ago with couple of Pokemon were walking around another large metal cage. These men seemed more alert and when Spidey glanced at what they were keeping he understood why. Inside the metal bars, after he did research on a barely conscious Cresselia was whimpering softly on the cage floor. She looked in bad shape, one of her sides was devoid of feathers and bleeding profusely. The right crescent-shaped wing was bent at an odd angle and her crescent-shaped fin on her lower back was cut and bleeding in places. Her body was scored with bruises, one eye unable to open fully.

Spidey and the gang watched horrified as four of the men opened up the cage and went inside. Three of them held down the poor Legendary whilst the fourth began ripping feathers out of her skin. She was crying out in obvious agony and trying her hardest to get free.

Utterly disgusted and filled with righteous fury, Spidey leapt down onto the floor with Renamon, Blade Wolf, Beautifly, and Pikachu, not wanting to use his other Pokemon, Spidey got into a fighting stance of the dragon along with the gang in a menacing stance.

The men were startled, but upon seeing the lone teen and his gang against the nine of them they starting _laughing. _For how could such two little Pokemon along with a female Digimon and a Cyborg Wolf hope to defeat all of them at the same time? They quickly called out all their Pokemon in unison, this was going to be a slaughter. A line of Liepards and Garbodor's materialized in front of them, between the cage and Spidey and the gang. Some of the men almost looked at the gang in pity.

Spidey smirked, they obviously didn't know about Spider-Man and the gang, Spidey thinking as he unsheathed his Murasama blade, these 'people' deserved it. Hoping that he wouldn't hurt the Pokemon too much, since they really didn't have a choice but to serve those that captured them, he ordered the only attack he'd need.

"Pikachu, use Thunderbolt, FULL POWER ON THE HUMANS!"

This kid runs in alone with these creatures and only uses a full powered attack with a Pikachu? Was he mocking them?

The smug expressions of the poachers changed later as very intense agony was sent through them, while the Pokemon was stick by Beautifly's String Shot to the containers. The powerful electric current was cut off a few seconds later, leaving the poachers fried, crispy, and completely DEAD. None of them would be moving for a long time.

Spidey sheathed his Murasama and quickly rushed over to Cresselia, who looked up at him, fear in her eyes wondering what torture awaited her next. His mask removed to the collar bone and he quickly soothed her, "It's ok, no one will hurt you now, we'll make sure your safe." The genuine concern and care in his voice eased her worries and she collapsed her head into his lap. Fearing for health he quickly rummaged through his pack to find some medical supplies, but knew with her injuries she'd need serious treatment and soon, nothing if his webs saying about it. Pulling out a Max Potion he'd been saving for an emergency he quick started spraying the most critical area's. She winced slightly but it was nothing compared to the pain of having her feathers ripped out. He then spraying his webs as they started patching up the side of her that was bleeding as they started up to seal it.

Renamon snapped out of her daze earlier that the Pokemon were sleeped. Spidey whirled thinking that one of the men had someone escaped his attack but noticed the familiar figure of his friend. "Renamon?"

She ran straight to his side and looked down at the injured Lunar Pokemon, "Is she ok? We saw what they where doing to her..." choking slightly, she recalled the disgusting scene they saw.

Spidey clenched his fist as images came back to him, "She's not doing well, I've done the best I can but if she doesn't get to a Pokemon Center soon..." he didn't need to finish his sentence for Blade Wolf and the others to understand how bad it was for the poor Pokemon.

Renamon nodded. "I understand. Spidey you need to Digivolve me." "All right." He spoke much more calmly than he felt, but he couldn't allow himself to panic or Cresselia might not make it. "Wolf, Pikachu, and Beautifly I'd go myself, but someone needs to stay with her and I need you three to find a Pokemon Center in this city and your are the only three fastest when it comes to traversing through citys."

The three nodded quickly and took off back to find the Pokemon Center leaving Spidey, Renamon, and Cresselia with all the dead bodies around them. He prayed to God they'd find the Pokemon Center.

"Ready Renamon." Spidey asked her as she nodded. Getting out his D-Power and a blue card twirled in mid air, Spidey grabbed the card and slide the card through the D-powr. "Digi-Modify! Digivolution!" Spidey yelled as the D-powr glowed brightly.

"Digivolution activated!" An woman's voice was heard.

A egg showed up on the D-power, before waves of data shot out. Renamon appeared in the vortex of data. "Renamon Digivolve to..." Skin started tearing off with a wireframe body under it, before new skin shows up as her form changes.

The vortex glowed white before it exploded revealing... "KYUBIMON!" Kyubimon said as Spidey puts away his D-power. "Ready Cresselia?" Spidey asked, she nodded weakly. Spidey lifted her up with his super strength. She winced and cried out as pain from her injuries flared up, but let him carry her. She knew these people where is different, especially the boy with dark brown hair in the spider suit. He had an aura around him that she was drawn to.

Kyubimon was ready to go, he gently placed Cresselia's limp form on Kyubimon and Spidey mounted. Time was of the essence.

Cresselia was struggling to stay conscious as Spidey kicked Kyubimon and made her way back to the path, the latter just carved his way through the dense forest as she speeds walk.

Spidey was watching as Cresselia closed her eyes and fell asleep, he really wanted to speed up and get to the center, but knew Kyubimon was going as quick as she could. He'd of taken her himself if he could but she was too heavy, but with his strength yeah, but he to web swing in order to get there, getting through the city would have been a real pain.

They were met by Nurse Joy at the entrance to a street, she had assembled a team of helpers and Audino's to treat the stricken Legendary and had brought a bunch of field supplies to keep her going until they reach the center. "She's suffered some serious blood loss and is lucky to still be breathing, you've done a good job keeping her alive long enough to get help." She complimented him and Kyubimon before quickly treating her.

A lot of passerby's where stopping to get a look or just simply staring when they saw a Cresselia laid out on a stretcher by the side of the road, and quite the crowd was staring to form around them. Unfortunately the wasn't ideal and would just stress out Cresselia more than nessacery, so a whole team of Police and Officers Jennys set to work keeping the masses at bay.

After hooking up the Legendary to several tubes and machines, Nurse Joy announced she would be stable enough to reach the Pokemon Center. Spidey and Kyubimon, Blade Wolf, Pikachu, and Beautifly made their way there, all the police and Jennys keeping curious civilians back. They made it to the center which was located rather close to a street, and Cresselia was immediately sent back into the operating room for a serious operation.

Spidey slumped in a chair, he was more drained than most. Not only had he had to save the poor Pokemon but he also had to literally save her life on their way here. He still wasn't sure how exactly he did it, and recalled the event that happened no less than an hour ago...

Flashback

They had made it through the dense city and found their way back to the path. Cresselia was barely holding up and it was painfully obvious that they weren't going fast enough. Spidey kept sparing her worried glances and if it wasn't for Kyubimon he would be freaking out in panic, she always knew how to read him.

They where coming within sight of Blade Wolf blinking his eyes to signaling Spidey and Spidey relaxed slightly, and went over to reassure Cresselia, to let her know they were almost there, when he couldn't see her breathing. Checking her pulse he found she didn't have one... which meant that...

"NO, you can't die! Please Cresselia, don't give up!" Tears where starting to stream down his face as he was trying to resuscitate the Legendary. Spidey's gang arrived there looked up in shock, then in sad defeat. Water building in Pikachu and Beautifly eyes at the scene before them. Spidey as pumping down on Cresselia's chest whilst tears where spilling from his cheeks and onto the Legendary's limp form. Pikachu hopped up next to him, ears dropped and eyes sad "Pika...".

Not knowing what else to do, Spidey focusing his will into saving Cresselia. Channeling everything he had he forced it through and into the Pokemon. An intense blue Aura with a white light flared up around him and poured out of his hands before being absorbed into the still form before him. The strain was unbearable, but he didn't give up, if he could use his Aura from his Dragoon to give Cresselia another chance at life he'd do it.

After a couple of minutes he finally gave out and had to stop, breathing heavily he quickly checked for a pulse. An immense smile crossed his face and he let out a heart-felt laugh, feeling the steady beat of her heart. He leaned down and brought Cresselia into a hug, she slowly opened her eyes and smiled, cooeing her thanks and nuzzling his leg.

Everyone let out their held in breaths at the touching scene before them, equally relieved and amazed at what they had just witnessed. Biyomon flew into the air onto Kyubimon to bring Spidey into a hug, "You truly are amazing, you know that?" He smiled at her.

Flashback end

"How are you holding up Spidey?" Agumon asked as he took a seat next to him. Witnessing the strain he'd put himself through to keep Cresselia alive, he knew the younger hero had to be feeling tired.

"I just need to get a good night's sleep and ill be fine, no need to worry" he stuck his thumb up at his friend and gave him a weary smile. "Using my Aura like that is just draining, that's all, im more worried about Cresselia, I hope she pulls through..."

"After everything you did for her, I'm sure she will. You concentrate on recovering your own energy, wouldn't want to you be dead?"

Spidey laughed lightly at his friend, grateful for his words and presence. Agumon was hard not to like, and he was glad that Agumon is one of his best friends. Nodding he slowly stood up and got a room for himself and slowly made his way over to his bed to take a well-earned nap.

Renamon came back from the cafeteria with an apple, and took the now empty seats next to Agumon. "Hey where'd Spidey go?" Renamon asked, sitting down.

"He's getting some much-needed rest, saving the life of a Legendary is no easy feat." Agumon answered her.

Renamon nodded understanding and took a bite rom her apple, finding the apple relaxing after a stressful few hours.

They sat there for an hour, keeping up the small talk whilst waiting for the results with Cresselia's operation. Nurse Joy came through the door shortly after they had run out of things to say and all heads turned to her. "I'm pleased to say that Cresselia will make a full recovery" Everyone sighed in relief. "It was close though, if you didn't get her here when you did, I fear to think what would have happened".

"You can thank Spidey for that, he's the one that truly saved her." Dojo spoke up from his cup of coffee who show up. Renamon and Agumon nodded in consent.

"Well, if you want, you can visit her. She's awake and stable and would probably like to meet the boy responsible for saving her life" Joy smiled then went back behind the double doors, onto her next job.

"You two go on ahead, I'll go wake Spidey." They nodded and walked through the back, ahead of their friends. "Pikachu, Beauitfly you two best come with me, you know how hard it is to wake him when he's sleepy." she giggled.

"Pikapi!" Pikachu came running over followed by Beautifly.

"Beautifly!" she added, before the the two of them made their way to Spidey's room.

Spidey was in the middle of his dreams, or rather, very vivid _nightmares_. His skin was covered with a film of sweat and his eyes where darting back and forth rapidly under closed lids. In his dreams everything was going wrong, and he couldn't do anything to stop it. Everything he'd been through was replayed in his mind only with everything _not_ working out in the end. He was powerless as he watched his friends and family die over and over as well as every other living being on the planet.

Renamon walked into the room and was about to cheekily ask Pikachu and Beautifly to give Ash a wake up call, when she noticed the pained expression on his face. Quickly running over to his side with worry she shook him and tried to wake him "Spidey! Wake up, your having a another nightmare!". When that didn't work she asked Pikachu to give him a very light Thunderbolt.

Pikachu nodded and zapped his partner with a minimal amount of energy, it was just enough to re-enact a regular Thunderbolt and Spidey's eyes snapped open and he fell out of bed, very awake. Renamon would have giggled but was too concerned. "Spidey are you ok? You looked like you where going through some painful dreams".

Shaking his head to clear the remnants of the nightmares he have again he stood up. "I was, thank you Pikachu. I've not had such terrible dreams like that in a long time. Everything was wrong, nothing we did turned out right and everyone was-"

"It's all right." Renamon said with a smile.

"And besides we have some good news! Cresselia is ok, and you can go see her if you want" his smiled widened and he nodded. They made their way through to the back where Cresselia was being kept, to meet up with the gang.

When they entered the room, they found their friends sitting by the bed of the recovering Legendary gently talking to her and stroking her side. Upon entering Cresselia turned her head and locked gazes with Spidey without his Spider-suit. Looking into each others eye's an unspoken conversation passed between them and without saying a word she knew he was the one responsible for saving her life. Cooeing she smiled and he walked over taking her into a hug, she nuzzled him affectionately. "I'm so glad your ok, you had me really worried back there at the warehouse." He finally spoke, a single tear running down his face.

"Oh Spidey." Krypto stood next to his master and licked his hand, resting his head under his hand.

Seeing the purity in his heart, a purity so rare and so true Cresselia made a fateful decision, she had a feeling of what was coming to pass in this world by Acreus and nodded to herself. She knew the boy in front of her would be a major part in the coming events and knew the best place for her would be by his side. Before the shocked group could do so much as blink, a master ball lifted itself from Spidey's belt, surrounded by a blue psychic aura. It then floated over to the Legendary and she disappeared inside it in a beam of red energy, it pinged instantly and fell into a stunned Spidey's free hand.

Everyone stared at the Pokeball with eye's wide open and mouths nearly touching the floor. "Did Spidey just catch a another Legendary without even lifting a finger?" Shoeshine managed to get out, disbelief displayed on his face.

Spidey turned the Master ball over in his hand, trying to rationalize what had just happened. He just caught Cresselia? He rubbed his eyes but the Pokeball didnt disappear. He honestly couldn't find words to say. "W-wow".

"That was an unexpected spice added to the mixture for sure" Palmon had never heard of a Legendary capturing _itself_ before.

It finally dawned on Spidey what had happened, a big smile creasing his face "All right! I just caught a... Cresselia!" He did his victory pose and Pikachu took his que and jumped up in front of him to give a peace sign "Pika!"

Everyone burst out laughing, Spidey and Pikachu included. Truly, one of a kind indeed.

Placing his new unexpected team member on his belt, the group of them made their way towards the front desk, best to explain to Nurse Joy where the Legendary Pokemon in her care suddenly vanished to. "Hey Nurse Joy, listen... uhm... about Cresselia..." Spidey started.

She looked at him curiously "Yes, what about her?"

"Well, she kind of... captured herself... in my Pokeball" he gave her an uneasy grin, scratching the back of his head. It didn't sound a very believable story. Oh sure, a conveniently weakened Legendary captured itself in one your Pokeballs, even he wouldn't believe it.

To his surprise she smiled and nodded "I think she knew what you did for her, although it is rare for a Legendary to choose a trainer, it's not unheard of. A Legendary Pokemon will only go with a trainer they respect a whole lot".

Spidey looked at the Pokeball on his belt, feeling all warm inside. She had chosen him as her trainer because she respected him, he'd not been this proud in a long time. "Thanks for everything Nurse Joy, we couldn't have saved her without your help."

"It's no problem, it's why I do my job." she spoke warmly before returning to what she was doing.

"Let's head back to the hotel." Spidey said before they quickly headed back to their hotel, not noticing a shadow following them.

As they reached their hotel, reached into their room, the shadow followed them into the room, but Spidey's spider sense goes off and narrow his eyes. "Who's there?" Spidey said as he unsheathed his Murasama, the shadow show up in front of Spidey and suddenly raise up from the shadow. "It's a Darkrai." Spidey gasped, Dragoon told him it was him that casuses the nightmares.

"I'm sorry about that."

Darkrai said with a frown. He explained to Spidey and he wanted to come along the journey with him, Spidey and the gang were shocked, so Spidey simpley did the thing, Darkrai was caught into a master ball and now that's make two Legendarys in one day.

End Flashback...

"And that's I caught the Lunar Duo." Spidey said with a grin as the girls were liking the Cresselia part while the boys were impressed with Darkrai, after hearing about his powers but he's nice.

So they get done eating and returned their Pokemon except for Gardevoir, Piplup, Cresselia, Melotta, Pikachu, and Gardevoir as they turn in for the night. Spidey and the gang go into their tent and the little gang of Spidey go into one room, as soon as the little gang went into their room, and the one boy and three girls got into their room, Aelita brought Spidey into a loving kiss, he returned it but was slightly surprised at her rather forward actions. They broke apart and gazed into each others eyes. Her green eyes were clouded with lust, and she was biting her lower lip. "Spidey..."

"Oh, I'm knowing this going at. Gardevoir care to watch it with me?" Dawn asked with a sly smile. Gardevoir copy Dawn's smile as they sit at two chairs ready to enjoy the show.

Before he could reply she pressed her lips against his again and stuck her tongue into his mouth, causing a match for dominance to occur between their lips. Again Spidey was quite shocked, Aelita wasn't usually this eager. Feeling like an idiot but needing to ask anyhow, he pulled apart long enough to ask, "Aelita, what's gotten into you?"

She looked him briefly in his deep brown eyes before looking away blushing, "I...I...need you."

He knew what she wanted, but wasnt expecting an offer like this so soon. They hadn't been together that long yet, not officially. "Are... you sure?" He finally asked.

She nodded, "It's been too long, I've been thinking about this for a long time and it's something I want to do. All that tension that's built up between us over the last four years I while was with Jeremy is driving me crazy." She moved her body close to his and placed her hands on his chest, her eye's sparkling with desire, "Please?"

Lemon Scene

Spidey needed no more encouraging, he'd been feeling the sexual tension between them for a long time aswell and it was demanding release. He surprised her by moving his hands, quickly down to and then under the hem of her hoodie and jumper, grabbing her cheeks, whilst pulling her into a kiss.

Aelita's eyes widened momentarily but she quickly closed them and enjoyed the sensation, wrapping her arms around Spidey's neck. He proceeded to lift her up and she wrapped her legs around his waist as he moved them towards the bed. Both of their hearts where beating rapidly, this was something new for them both.

He laid her down gently on the bed, before climbing on top of her. They where face to face for a few seconds before he gave her a chaste kiss then proceeded to kiss down her neck and hitting her sensitive area's. She let out a soft moan which inspired him further lavishing his attention on that part of her neck. She could feel herself giving in to desire and the area between her legs getting slick.

He suddenly stopped and looked at her face, she was confused and slightly disappointed that he'd taken his lips off of her neck. He blushed and motioned to her chest. She felt her cheeks rise in heat in sync with his but understood and quickly flipped him over so she was on top. She then slowly took off her hoodie and her jumper and leaving just her bra and panties covering her flesh.

She took a deep breath to steady her hands and reached around to unclasp her bra, unhooking it she let it fall off to reveal her soft breasts. They where still growing despite her age and she could only boast a A cup size, she felt her entire body heat up in embarrassment as Spidey stared, transfixed at her chest. Did he like what he saw? Did he think they where too big?

"Your beautiful." he finally said, filling her with confidence and making her relax, letting the tension ease from her body. He then reached up and cupped both breasts in his hands and began to slowly massage them, enjoying the soft and squishy feeling. He gathered his wits and took a hardened nipple between his index finger and thumb before giving it a small squeeze and tugging gently.

She arched her back in pleasure, urging him to do more. She'd never felt like this before and it was giving her a serious high. Finally caving in to lust she spoke in a shaky voice. "You can give them a l-lick if you'd like..."

"Oh" Spidey whispered before sitting up so his face was level with her chest.

He leaned in a placed his mouth around her left nipple, engulfing it entirely and licking the nub with his tongue, sucking slightly.

"Ahhhh" she gasped out, grabbing his hair and holding his head in place, willing him to do more.

Spidey took this as a sign that she liked what he was doing, and took her other breast in his right hand and began gently rubbing it in a circular motion, before swapping sides with his mouth and administering her left breast with his tongue.

Aelita threw her head back as the sensitive nerve endings were pleasured in ways she didn't think possible, it was driving her crazy and she felt herself getting even wetter, feeling a strong urge to put clamp her thighs together.

Dawn was smirking while Gardevoir watched awkwardly as her best friend made out right in front of them. True, this wasn't the first time she saw the two of them like this, having caught those three love birds together all of the time before, but it was different in this sort of situation. Now, instead of just embarrassment, there was interest...and arousal.

'I maybe do it with Spidey one day with Dawn. Watching them is making me hot.' Gradevoir thoughts as her loins were started to get wet from the sight of these two having sex.

She was moaning from his ministrations and the sound of her was making him hard, he could feel his member becoming erect underneath her.

Releasing her grip on his hair, she started to unzip his hoodie with shaky fingers, wanting him to show some skin too. Spidey helped her by slipping his arms through his sleeves and lifting off his MGR black shirt with the hoodie to reveal his toned chest.

Gardevoir stares at the chest and pac with a lust, trying to control herself, she really wants to Spidey to fuck her selfess, oh god she wants it so bad.

Aelita smiled and ran her hands over his pec's and stomach, loving the feel of his skin against her fingers, he looked very manly and she couldn't stop herself from kissing his chest and up around his neck.

It was Spidey's turn to gasp in pleasure as he felt Aelita's lips kiss around the crook of his neck and over his naked torso. Who would have thought being kissed around there would feel this good? He put his hands on Aelita's legs rubbing his hands up and down whilst she raked her tongue across his skin.

Standing up she slid of her mini skirt to reveal her soaked panties, "Damn, those are ruined" she hooked her fingers at the sides, hesitated for just a second, then pulled them down and off. There she stood, naked for the first time in front of the only person she'd ever fallen in love with.

He felt himself throb down below when he saw her fully naked for the first _real_ time, he grabbed Aelita by the hips and switched positions with her again, putting himself back on top. She blushed as he moved himself down her body, kissing along the way until he reached her private region.

He took a moment to notice it was fully shaved before cautiously flicking out his tongue and gently licking her wet lips. Aelita gasped, if having her nipples licked felt good, this was pure heaven, and she spread her legs wide to give him more room to work with. He looked up hearing her gasp and repeated the action this time earning himself a moan.

Pleased with the results he ventured further, slowly teasing the entrance with his tongue before plunging it in. He let it roam around inside her for the first time and took in her unique taste. It tasted sweet and kind of salty, he liked it and continued to use his tongue to lavish attention on her inner walls.

Aelita felt like she was going to explode, having him stick his tongue inside her was unbearably good. She pushed her hips closer to his face, urging him on, not wanting him to stop. His tongue showed no mercy, as he started diving it in and out of her virgin hole.

He noticed a small nub at the top of her lips and licked it curiously. Aelita moaned and bucked her back, nearly sending her numb with pleasure. He noticed the reaction and focused all his attention on the small node, whilst bringing a hand down to her entrance and inserting a finger.

It was becoming too much for Aelita to handle and she felt something building up within her stomach, and the more Spidey did to her the more intense it felt. She couldnt describe or explain it, but it was coursing through her entire being, building with intensity until she couldn't handle it anymore. She exploded.

"Spidey!" She screamed, pleasure racing through her as she clamped her legs around his head, feeling every muscle within her bunch up.

He felt her walls tighten around his tongue and her thighs tremble before he got a mouthful of her juices. It tasted sweeter than nectar and he lapped it up as it spilled from her body and moved his head up to look at her. She was breathing heavily and blushing like crazy.

After feeling the mind-blowing experience of her first orgasm, she decided to return the favour. Quickly moving her hands to his leggings, she pulled them off then proceeded to remove his underwear. As soon as it was free his erect member burst into the air and she took a good look at it. Seeing one on the internet was one thing, but seeing it in the flesh was another. Ash wasnt small either, she had to guess he was around 7 inches long.

Spidey was feeling rather self-conscious, Aelita was just staring at his manhood. Was there something wrong with it?

She realised she was staring and making Spidey uncomfortable, she rectified her mistake by placing her hand around the his shaft and starting to slowly pump.

Spidey hissed, he felt himself tense up, no one had ever touched him there before. But the feeling of her soft hands around his manhood sent shivers up his back, the thought that it was Aelita doing this to him only heightened his sense of pleasure.

Encouraged by the low grunts and moans escaping his mouth, she gathered up her courage and brought the head to her lips, before engulfing it into her mouth. She didn't know what it tasted like, it was salty and kind of meaty but she found she didn't mind the taste. Still pumping with her hand she began to lick the head with her tongue in a swirling motion.

Spidey's face tensed up and his eye's closed as he tried to control himself from the onslaught of her mouth. He let out a loud groan as she sped up increasing the intensity of the feeling and he could feel himself getting close. "Aelita... im gonna.."

She silenced him with a wave of her hand and increased her pace, surprised at this Spidey grabbed her hair as he felt his climax approach fast.

"A-ah" The look on his face was one of pure satisfaction as he shot his load into her mouth. She did he best to take it all in, there was a lot of it and it was thick and salty, but she managed to swallow it all without gagging.

Lifting her head off his member, she licked the head clean of the last bits of cum that were leaking out before mounting on top of Spidey and bringing him into a deep kiss. He felt it was kind of wierd that he was kissing her just after she had her mouth around his dick, but didn't stop. She pulled back and looked him in the eye's. He could see the hesitation there and knew what was coming next. "Aelita you don't have to do this you know, im fine with waiting until your ready?"

She smiled lovingly at him, even in the heat of it, he was concerned about her. She loved him more than ever for it and shook her head "I'm ready, it's just my first time so it's just kind of scary, but im glad it's with you?"

She hovered herself over his erect manhood and took hold of it, placing the tip at her entrance. Slowly lowering herself down she felt his head enter her, he hissed in pleasure at the feeling of even a small part of him being inside her, but she soon felt him at her barrier. Steeling herself for the pain that would follow, she quickly sat herself down and impaled herself on him, breaking her hymen and letting him fill her completely. She gasped in pain, and dug her nails into his chest, panting slightly.

"Aelita are you ok?" Spidey looked worried, he didn't want to hurt her.

"I just need a moment" she managed to get out.

Feeling the pain fade, she began to slowly thrust her hips back and forth, feeling the pleasure return. After a few minutes of slowly gaining momentum she was enjoying the feeling of him inside her, and was eagerly bouncing up and down.

The feeling of being fully inside her was indescribable, she was so tight! Spidey felt on cloud nine and didn't want to come down anytime soon, he quickly found her rhythm and helped her thrust himself in and out at a steady pace. After a while the pleasure started to build within them both and he grabbed hold of her breasts, squeezing them both adding to the sensation.

Aelita sped up, feeling that pressure building in her stomach again, she knew she was close and from the look on Spidey's face he was too. She was starting to moan quite loudly now and her body was craving release.

Spidey looked at her worried, he knew what would happen if he let himself go inside her. She noticed and quickly reassured him "Dont... worry... im on the pill" she panted out.

A look of relief passed over his face and he sped up his pumping until Aelita couldn't handle it anymore and exploded for the second time that night, the electrifying sensation tingling through her nervous system as she tensed up in ecstasy. The feeling of her walls tightening around him sent him over the edge, and Ash shot his seed into her womb. The feeling of him filling her with his seed only added to the pleasure and Aelita fell forward onto him panting and sweaty.

After a couple of minutes lying there catching their breaths, she lifted herself off him and watched as a stream of her juices and his seed spilled out and onto the bed sheets. She collapsed next to him on the bed and brought him into a close hug. "That was... amazing" she croaked out, voice hoarse. She rested her head on his chest and looked up at him, green eye's sparkling with emotion "I love you".

"Yeah... it truly was" He looked back down at her, leaning in to give her a quick kiss "I love you too".

They both had content smiles on their faces and it wasnt long before they succumbed to sleep, happy in each other's arms.

Gardevoir blushed after that. "You like what you see huh?" Dawn said with a sly tone. Gardevoir covered her face up.

"Remind me to get Spidey at it with me, but I want you in it. Okay Dawn."

Gardevoir asked her as she nodded and smile.

"Good then." Dawn said with a smile. "Come gets in there and cuddle with them." They did that as Aelita holding Spidey in her arms.

The next morning, everyone slowly woke up to the birds singing and the sun shining high in the sky. Spidey and the others pack up their stuff and heads Jubilife City for Dawn's Contest.

Guys and everyone else in the fanfiction world, I need some help to create more of my chapters for this story, don't need any help on the battles or the movies I'm placing in here, its the contests and like a Pokémon journey. If you got any ideas, send me some. THE WHIP STRIKES AGAIN!


End file.
